UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MotivePower Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 82-0461010
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1200 Reedsdale Street
Pittsburgh, PA 15233
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(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
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Common Stock, $.01 Par Value New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of the Registrant's Securities to be Registered.
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The capital stock of MotivePower Industries, Inc. (the "Company") to be
registered on the New York Stock Exchange, Inc. is the Company's Common Stock,
$0.01 par value per share.
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. In addition,
such holders are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor, subject to the payment of preferential dividends with
respect to any Preferred Stock that from time to time may be outstanding. In the
event of the dissolution, liquidation or winding-up of the Company, the holders
of Common Stock are entitled to share ratably in all assets remaining after
payment of all liabilities of the Company and subject to the prior distribution
rights of the holders of any Preferred Stock that may be outstanding at that
time. The holders of Common Stock do not have cumulative voting rights or
preemptive or other rights to acquire or subscribe for additional shares of
Common Stock or other securities. All outstanding shares of Common Stock are,
and when issued, the shares of Common Stock offered hereby will be, fully paid
and nonassessable.
In addition to the Stockholders Rights Agreement adopted by the Company
(which is the subject of a separate Form 8-A filed by the Company), various
provisions of the Company's Certificate of Incorporation ("Certificate") and
Bylaws discussed below are intended to discourage, or may have the effect of
discouraging, certain types of coercive takeover practices and inadequate
takeover bids and to encourage persons seeking to acquire control of the Company
first to negotiate with the Company. The Company's management believes that the
foregoing measures provide benefits by enhancing the Company's potential ability
to negotiate with the proponent of an unfriendly or unsolicited proposal to take
over or restructure the Company that outweigh the disadvantages of discouraging
such proposals because, among other things, negotiation of such proposal could
result in an improvement of its terms.
The Company's Certificate and Bylaws provide, in general, that (i) the
number of directors of the Company will be fixed within a specified range by a
majority of the total number of the Company directors then in office, (ii) the
directors of the Company in office from time to time are entitled to fill any
vacancy or newly created directorship on the Board, unless they allow the
stockholders to do so, with any new director to serve in the class of directors
to which he or she is so elected, (iii) directors of the Company may be removed
only for cause by the holders of at least 66-2/3% of the Company's voting stock,
(iv) stockholder action can be taken only at an annual or special meeting of
stockholders and not by written consent in lieu of a meeting, and (v) special
meetings of stockholders may be called only by the Chairman of the Board or by
the Secretary of the Company upon the written request of a majority of the total
number of directors of the Company then in office. The Company's Certificate and
Bylaws also provide that the directors of the Company are to be classified into
three classes, with the directors in each class serving for three-year terms and
until their successors are elected.
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The Bylaws also require that stockholders desiring to bring any
business before an annual meeting of stockholders deliver written notice thereof
to the Secretary of the Company not later than 60 days in advance of the meeting
of stockholders; provided, however, that in the event that the date of the
meeting is not publicly announced by the Company more than 75 days prior to the
meeting, to be timely notice by the stockholder must be delivered to the
Secretary of the Company not later than the close of business on the tenth day
following the day on which such announcement of the date of the meeting was so
communicated. The Bylaws further require that the notice by the stockholder set
forth a description of the business to be brought before the meeting and the
reasons for conducting such business at the meeting and certain other
information. The Bylaws also provide that the term of any director who is also
an officer of the Company will terminate automatically, without any further
action on the part of the Board or such director, upon the termination for any
reason of such director in his or her capacity as an officer of the Company.
The Bylaws also provide that nominations for election of directors by
the stockholders will be made by the Board or by any stockholder entitled to
vote in the election of directors generally. The Bylaws require that
stockholders intending to nominate candidates for election as directors deliver
written notice thereof to the Secretary of the Company not later than 60 days in
advance of the meeting of stockholders; provided, however, that in the event
that the date of the meeting is not publicly announced by the Company more than
75 days prior to the meeting, notice by the stockholders to be timely must be
delivered to the Secretary of the Company not later than the close of business
on the tenth day following the day on which such announcement of the date of the
meeting was so communicated.
Under applicable provisions of the Delaware General Corporation Law
(the "DGCL"), the approval of a Delaware corporation's board of directors, in
addition to stockholder approval, is required to adopt any amendment to a
corporation's certificate of incorporation, but a corporation's bylaws may be
amended either by action of its stockholders or, if the company's certificate of
incorporation so provides, its board of directors. The Company's Certificate and
Bylaws, however, provide that the provisions summarized above may not be amended
by the stockholders nor may any provisions inconsistent therewith be adopted by
the stockholders, without the affirmative vote of the holders of at least
66-2/3% of the Company's voting stock, voting together as a single class.
The Company's Certificate authorizes the Board to amend the Bylaws.
In addition to the foregoing provisions of the Company's Certificate
and Bylaws, Section 203 of the DGCL prohibits a public Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which such person
became an interested stockholder unless (i) prior to such date, the Board of
Directors approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder; or (ii) upon
becoming an interested stockholder the stockholder then owned at least 85% of
the voting stock, as defined in Section 203; or (iii) subsequent to such date,
the business combination is approved by both the Board of Directors and by at
least 66-2/3 of the corporation's outstanding voting stock, excluding shares
owned by the interested stockholder. For these purposes, the term "business
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combination" includes mergers, asset sales and other similar transactions with
an "interested stockholder." An "interested stockholder" is a person who,
together with affiliates and associates, owns (or, within the prior three years,
did own) 15% or more of the corporation's voting stock. Although Section 203
permits a corporation to elect not to be governed by its provisions, the Company
to date has not made this election. Section 203 excludes from the definition of
"interested stockholder" any stockholder of the Company that owned over 15% of
the Company's stock on December 23, 1987, so long as such holder continues to
own over 15% of the Company.
Item 2. Exhibits.
All exhibits required by Instruction II to Item 2 will be supplied to the New
York Stock Exchange, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf of the undersigned, thereto duly authorized.
MotivePower Industries, Inc.
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By:/s/ William D. Grab
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William D. Grab
Vice President, Controller
and Principal Accounting Officer
Date: July 31, 1997
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