SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-A/A NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNIROYAL CHEMICAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 06-1258925
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
c/o Uniroyal Chemical Company, Inc.
Benson Road
Middlebury, Connecticut 06749
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par
value $.01 per share,
and attached Preferred
Stock Purchase Rights
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The description of the Common Stock to be
registered hereby is incorporated by reference to the
description contained under the heading "Description of
Capital Stock" in the Registration Statement on Form S-3
of the Registrant, filed with the Securities and Exchange
Commission (the "Commission") on December 16, 1994 (File
No. 33-87408) and amended by Amendment No. 1 thereto
filed with the Commission on February 8, 1995, by
Amendment No. 2 thereto filed with the Commission on
February 17, 1995 and by Amendment No. 3 thereto filed
with the Commission on March 10, 1995.
The description of the Preferred Stock Purchase
Rights to be registered hereby is incorporated by
reference to the description contained under the heading
"Adoption of Rights Plan" in the Registrant's Current
Report on Form 8-K, filed with the Commission on April
30, 1993 and under the heading "Other Events" in the
Registrant's Current Report on Form 8-K, filed with the
Commission on November 2, 1995. Additionally, as of May
8, 1996, the Registrant amended the terms of the
Preferred Stock Purchase Rights by amending the Rights
Agreement (the "Rights Agreement"), dated April 29, 1993
and amended October 31, 1995, between the Registrant and
Chemical Bank ("Amendment No. 2"). Amendment No. 2 provides
that neither Crompton & Knowles Corporation nor any of
its Affiliates (as defined in the Rights Agreement) shall
become an Acquiring Person as a result of the execution
of the Agreement and Plan of Merger, dated as of April
30, 1996, by and among Crompton & Knowles Corporation,
Tiger Merger Corp. and the Registrant (the "Merger
Agreement") or consummation of the Merger (as defined in
the Merger Agreement) pursuant to the terms of the Merger
Agreement.
ITEM 2. EXHIBITS.
The securities are registered on the Nasdaq
National Market (the "Exchange"). There are no other
securities of the Registrant which are registered on the
Exchange. Accordingly, in compliance with Form 8-A
Instructions As To Exhibits, Instruction II, no exhibits
are filed with, or incorporated by reference in, this
Registration Statement filed with the Commission.
Exhibits filed with the Exchange:
Exhibit 1 - The Registrant's Annual Report on
Form 10-K for the fiscal year
ended October 2, 1994
(incorporated by reference to
Exhibit 1 to the Registrant's
Registration Statement on Form 8-A
(Registration No. 0-25586) filed
with the Commission on February
17, 1995).
Exhibit 2 - The Registrant's Quarterly Report
on Form 10-Q for the fiscal
quarter ended January 1, 1995
(incorporated by reference to
Exhibit 2 to the Registrant's
Registration Statement on Form 8-A
(Registration No. 0-25586) filed
with the Commission on February
17, 1995).
Exhibit 3 - None.
Exhibit 4 - (a) Amended Certificate of
Incorporation of the
Registrant (incorporated by
reference to Exhibit 4(a) to
the Registrant's
Registration Statement on
Form 8-A (Registration No.
0-25586) filed with the
Commission on February 17,
1995).
(b) Amended and Restated By-laws
of the Registrant
(incorporated by reference
to Exhibit 4(b) to the
Registrant's Registration
Statement on Form 8-A
(Registration No. 0-25586)
filed with the Commission on
February 17, 1995).
(c) Rights Agreement, dated as
of April 29, 1993, between
the Registrant and Chemical
Bank (incorporated by
reference to Exhibit 4(c) to
the Registrant's
Registration Statement on
Form 8-A (Registration No.
0-25586) filed with the
Commission on February 17,
1995).
(d) Amendment No. 1 to the
Rights Agreement, dated
October 31, 1995, between
the Registrant and Chemical
Bank (incorporated by
reference to Exhibit 4(d) to
the Registrant's
Registration Statement on
Form 8-A (Registration No.
0-25586) filed with the
Commission on November 2,
1995).
(e) Amendment No. 2 to the
Rights Agreement, dated as
of May 8, 1996, between the
Registrant and Chemical Bank
Exhibit 5 - Specimen certificate of Common
Stock, par value $.01 per share,
of the Registrant (incorporated by
reference to Exhibit 5 to the
Registrant's Registration
Statement on Form 8-A
(Registration No. 0-25586) filed
with the Commission on February
17, 1995).
Exhibit 6 - Same as Exhibit 1 above
(incorporated by reference to
Exhibit 6 to the Registrant's
Registration Statement on Form 8-A
(Registration No. 0-25586) filed
with the Commission on February
17, 1995).
SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has
duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
UNIROYAL CHEMICAL CORPORATION
By: /s/ Ira J. Krakower
Name: Ira J. Krakower
Title: Vice President,
General Counsel and
Secretary
Date: May 8, 1996
EXHIBIT INDEX
Exhibit No. Exhibit Page
4(e) Amendment No. 2 to the N/A
Rights Agreement, dated as
of May 8, 1996, between the
Registrant and Chemical
Bank.
