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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 February 9, 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 Fourth Amendment to
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Rights Agreement, dated as of February 9, 1999 (the "Fourth
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 Fourth
Amendment amends various provisions of the Rights Agreement to, among other
things, eliminate references to Continuing Directors. The Fourth Amendment was
adopted by the Company in light of a recent decision by the Delaware Supreme
Court in a case unrelated to the Company with respect to the validity of
"Continuing Director" provisions in shareholder rights plans. The Company's
adoption of the Fourth Amendment is not in reaction to or related in any manner
to WHX Corporation's ("WHX") unsolicited tender offer to acquire the Company
which the Board of Directors of the Company has determined is inadequate and not
in the best interests of the Company's stockholders.
The foregoing description is qualified in its entirety by reference to
the Fourth 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) Fourth Amendment to Rights Agreement, dated as of February 9,
1999, between the Company and the Rights Agent.
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/ JEANETTE H. QUAY
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Name: Jeanette H. Quay
Title: Vice President, General Counsel
and Secretary
Date: February 17, 1999
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EXHIBIT 1
FOURTH AMENDMENT TO RIGHTS AGREEMENT
FOURTH AMENDMENT TO RIGHTS AGREEMENT
This Fourth Amendment (this "Amendment"), dated as of January 9,
1999, to the Rights Agreement, dated as of October 31, 1995 and as amended on
February 16, 1998, September 18, 1998 and October 5, 1998 (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. Section 1.
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(a) Section 1(h) of the Rights Agreement is hereby deleted in its
entirety and replaced with the following: "Intentionally Omitted".
(b) Section 1(u) of the Rights Agreement is hereby deleted in its
entirety and replaced with the following: "Intentionally Omitted".
Section 2. Section 7. Section 7(e) of the Rights Agreement is hereby
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amended by deleting the following language in the first sentence thereof
(immediately following the second comma): "other than pursuant to a Qualifying
Tender Offer,".
Section 3. Section 11.
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(a) Section 11(a)(ii) of the Rights Agreement is hereby amended by
deleting the following language in the first sentence thereof (immediately
following the third comma): "except pursuant to a Qualifying Tender Offer,".
(b) Section 11(a)(iii) of the Rights Agreement is hereby amended by
deleting the second sentence thereof and replacing it in its entirety with the
following:
In lieu of issuing shares of Preferred Stock in accordance with the
foregoing subparagraphs (i) and (ii), the Company may, if the Board of Directors
determines that such action is necessary or appropriate and not contrary to the
interests of holders of Rights, elect to issue or pay, upon the exercise of the
Rights, cash, property, shares of Preferred or Common Stock, or any combination
thereof, having an aggregate Fair Market Value equal to the Fair Market Value of
the shares of Preferred Stock which otherwise would have been issuable pursuant
to Section 11(a)(ii), which Fair Market Value shall be determined by an
investment banking firm selected by the Board of Directors.
Section 4. Section 13. Section 13(a) of the Rights Agreement is
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hereby amended by deleting from the first sentence thereof the following
language: "Except for any transaction approved by the Board of Directors (but
only if at the time of such approval by the Board of Directors there are then in
office not less than two Continuing Directors and such action is approved by a
majority of the Continuing Directors then in office), in" and replacing it with
the word "In".
Section 5. Section 23. Section 23(a) of the Rights Agreement is
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hereby amended by deleting from the first sentence thereof the semi-colon and
all of the language immediately following the semi-colon in the first sentence.
Section 6. Section 26. Section 26 of the Rights Agreement is hereby
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amended by deleting all of the language following the words "Final Expiration
Date" in the fourth sentence thereof.
Section 7. 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 8. 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
Attest: /s/ LINDA M. BROTKIN
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Name: Linda M. Brotkin
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
