SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Global Industrial Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 75-2617871
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(State of incorporation or organization) (IRS Employer Identification No.)
2121 San Jacinto, Suite 2500
Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box.|X| check the following box.|_|
Securities Act registration statement file number to which this form relates:
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(If applicable)
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
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Preferred Stock Purchase Rights New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 5, 1998, Global Industrial Technologies, Inc., a Delaware
corporation (the "Company"), amended its Rights Agreement, dated as of October
31, 1995, as amended (the "Rights Agreement"), between the Company and The Bank
of New York, a New York banking corporation (the "Rights Agent"), by adoption of
the Third Amendment to Rights Agreement, dated as of October 5, 1998 (the "Third
Amendment"). The Rights Agreement was filed by the Company as an exhibit to Form
8-B on October 31, 1995. The capitalized terms used but not defined herein shall
have the meaning ascribed to such terms in the Rights Agreement, as amended. The
Third Amendment amends Section 1(a) of the Rights Agreement.
The foregoing description is qualified in its entirety by reference to
the Third Amendment which is attached as an exhibit hereto and is incorporated
herein by reference.
ITEM 2. EXHIBITS.
Exhibit No. Description
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(1) Third Amendment to Rights Agreement, dated as of October 5,
1998, between the Company and the Rights Agent.
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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.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
Date: October 5, 1998 By: /s/ GRAHAM L. ADELMAN
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Name: Graham L. Adelman
Title: Senior Vice President, General Counsel
and Secretary
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<PAGE>
EXHIBIT 1
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment (this "Amendment"), dated as of October 5, 1998,
to the Rights Agreement (the "Rights Agreement"), dated as of October 31, 1995
and as amended as of February 16, 1998 and September 18, 1998, between GLOBAL
INDUSTRIAL TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and THE
BANK OF NEW YORK, a New York banking corporation (the "Rights Agent"); all
capitalized terms not defined herein shall have the meanings ascribed to such
terms in the Rights Agreement.
WHEREAS, on October 20, 1995, the Board of Directors of the Company
authorized the issuance of one Right for each share of Common Stock to be issued
on the Effective Date of the Merger; and
WHEREAS, Section 26 of the Rights Agreement provides that as long as
the Rights are redeemable, the Company may in its sole and absolute discretion,
and the Rights Agent shall if the Company so directs, supplement or amend any
provision of the Rights Agreement without the approval of any holders of the
Rights; and
WHEREAS, the Board of Directors of the Company has deemed it necessary
and desirable to amend the Rights Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Rights Agent hereby agree as follows:
Section 1. Section 1. Section 1(a) of the Rights Agreement is hereby
amended by (a) deleting each reference to "15%" and replacing each such
reference with "10%" and (b) adding at the end of the first sentence thereof
(before the period) the following language:
or (iv) any Person who is the Beneficial Owner of 10% or more of the Voting
Stock of the Company outstanding as of the close of business on October 5,
1998, until such time thereafter as any such Person shall become the
Beneficial Owner (other than by means of a stock dividend or stock split)
of an additional 100,000 shares of Voting Stock.
Section 2. Delaware Contract. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed and enforced in accordance with the laws of such
state applicable to contracts to be made and performed entirely within such
state.
Section 3. Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
By: /s/ GRAHAM L. ADELMAN
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Name: Graham L. Adelman
Title: Senior Vice President
Attest: /s/ KENNETH C. FERNANDEZ
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Name: Kenneth C. Fernandez
Title: Assistant Secretary
THE BANK OF NEW YORK
RIGHTS AGENT
By: /s/ JOHN I. SIVERTSEN
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Name: John I. Sivertsen
Title: Vice President
Attest: /s/ STEVEN MYERS
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Name: Steven Myers
Title: Assistant Treasurer
