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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)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 6, 1999, 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 Fifth Amendment to Rights Agreement, dated as of June 6, 1999 (the "Fifth
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. The
Fifth Amendment amends various provisions of the Rights Agreement to, among
other things, revise the definition of "Stock Acquisition Date."
The foregoing description is qualified in its entirety by reference to
the Fifth 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) Fifth Amendment to Rights Agreement, dated as of June 6, 1999,
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.
By: /s/ LINDA M. BROTKIN
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Name: Linda M. Brotkin
Title: Senior Counsel and
Assistant Secretary
Date: June 7, 1999
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EXHIBIT 1
FIFTH AMENDMENT TO RIGHTS AGREEMENT
This Fifth Amendment (this "Amendment"), dated as of June 6, 1999, to
the Rights Agreement, dated as of October 31, 1995 and amended as of February
16, 1998, September 18, 1998, October 5, 1998 and January 9, 1999 (the "Rights
Agreement"), 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. Amendment to Section 1(x). Section 1(x) is hereby amended
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by deleting the definition of "Stock Acquisition Date" in its entirety and
replacing it with the following:
(x) "Stock Acquisition Date" shall mean the earlier of (i) the first
date on which there shall be a public announcement by the Company (by
any means) that a Person has become an Acquiring Person or (ii) the
first time a Person who has made a tender or exchange offer for 15% or
more of the outstanding shares of Voting Stock of the Company shall
become an Acquiring Person as a result of the purchase of shares of
Voting Stock pursuant to such tender or exchange offer or at any time
during the 60 day period after the termination or expiration thereof.
Section 2. Amendment to Section 3(a). Section 3(a) is hereby amended
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by deleting the following language "Until the close of business on the day which
is the earlier of (i) the tenth day after the Stock
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Acquisition Date or (ii) the tenth business day" in the first sentence thereof
and replacing it with the following phrase, "Until the time which is the earlier
of (i) the Stock Acquisition Date or (ii) the Close of Business on the tenth
Business Day".
Section 3. Amendment to Section 13(a). Section 13(a) is hereby
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amended by deleting the following language "then, on the first occurrence of any
such event, proper provision shall be made so that" in the first sentence
thereof and replacing it with the following phrase, "then, prior to the first
occurrence of any such event, proper provision shall be made in a binding
agreement between the Company and the Principal Party so that".
Section 4. Amendment to Section 23(a). Section 23(a) is hereby
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amended by deleting the following language "The Company may, at its option, but
only by the vote of a majority of the Board of Directors, redeem all but not
less than all of the then outstanding Rights, at any time prior to the Close of
Business on the earlier of (i) the tenth day following the Stock Acquisition
Date (subject to extension by the Company as provided in Section 26 hereof) or
(ii) the Final Expiration Date," in the first sentence thereof and replacing it
with the following:
The Company may, at its option, but only by the vote of a majority of
the Board of Directors, redeem all but not less than all of the then
outstanding Rights, at any time prior to the earlier of (i) the Stock
Acquisition Date or (ii) the Close of Business on the Final Expiration
Date,
Section 5. No Other Effect. The Rights Agreement shall not otherwise
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be supplemented or amended by virtue of this Amendment, but shall remain in full
force and effect, as amended hereby.
Section 6. Delaware Contract. This Amendment shall be deemed to be a
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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 7. Counterparts. This Amendment may be executed in any
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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/ Jeanette H. Quay
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Name: Jeanette H. Quay
Title: Vice President, General Counsel
and Secretary
THE BANK OF NEW YORK
RIGHTS AGENT
By: /s/ James Diminu
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Name: James Diminu
Title:Assistant Vice President
Attest: /s/ Steve Myers
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Name: Steve Myers
Title: Assistant Treasurer
