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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)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On July 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 Sixth Amendment to Rights Agreement, dated as of July 9, 1999 (the "Sixth
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
Sixth Amendment amends various provisions of the Rights Agreement to provide,
among other things, that (i) neither Parent nor Purchaser, nor any of their
affiliates or associates, shall be deemed to be an Acquiring Person as a result
of the transactions contemplated by the Merger Agreement being approved or
becoming effective, (ii) a Distribution Date shall not occur by reason of the
approval or execution of the Merger Agreement or the consummation of the
transactions contemplated by the Merger Agreement and (iii) if the Merger
Agreement is terminated for any reason in accordance with its terms or
otherwise, (a) the exclusion of Parent and Purchaser from the designation as an
Acquiring Person and (b) the preclusion of the transactions contemplated by the
Merger Agreement from causing the occurrence of a Distribution Date shall cease
to be effective as of the date of such termination.
The foregoing description is qualified in its entirety by reference to
the Sixth 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) Sixth Amendment to Rights Agreement, dated as of July 9, 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/ JEANETTE H. QUAY
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Name: Jeanette H. Quay
Title: Vice President, General Counsel
and Secretary
Date: July 12, 1999
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EXHIBIT 1
SIXTH AMENDMENT TO RIGHTS AGREEMENT
This Sixth Amendment (this "Amendment"), dated as of July 9, 1999, to
the Rights Agreement, dated as of October 31, 1995 and amended as of February
16, 1998, September 18, 1998, October 5, 1998, January 9, 1999 and June 6, 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. Addition of New Section. A new Section 34 shall be added
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to the Rights Agreement, which shall read as follows:
Section 34. Exemption of a Specified Transaction. Solely for the
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purposes of the transactions contemplated by the Agreement and Plan of Merger,
dated as of July 9, 1999 (hereinafter referred to as the "Merger Agreement"),
among the Company, RHI AG, a corporation organized under the laws of Austria
("Parent") and Heat Acquisition Corp., a Delaware corporation ("Purchaser"), (i)
neither Parent nor Purchaser, nor any of their Affiliates or Associates, shall
become an Acquiring Person as a result of the transactions contemplated by the
Merger Agreement being approved or becoming effective and (ii) a Distribution
Date shall not occur by reason of the approval or execution of the Merger
Agreement or the consummation of the transactions contemplated by the Merger
Agreement. If the Merger Agreement is terminated for any reason in accordance
with its terms or otherwise, this Section 34 shall cease to be effective as of
the date of such termination.
Section 2. 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.
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Section 3. 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 4. 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:Vice President
Attest: /s/ Steve Myers
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Name: Steve Myers
Title: Assistant Treasurer
