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
Simpson Manufacturing Co., Inc.
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(Exact name of registrant as specified in its charter)
California 94-3196943
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4637 Chabot Drive, Suite 200, Pleasanton, CA 94588
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(Address of principal executive offices)
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
Common Stock (without par value) New York Stock Exchange, Inc.
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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:
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(Title of class)
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The total number of shares of capital stock that Simpson
Manufacturing Co., Inc. (the "Company") is authorized to issue
is 25,000,000 shares, consisting of 20,000,000 shares of Common
Stock without par value, of which 11,472,965 shares were issued
and outstanding as of June 30, 1997, and 5,000,000 shares of
Preferred Stock without par value, none of which is outstanding.
The Company had approximately 259 shareholders of record as of
that date.
Common Stock
Subject to the rights of holders of any Preferred Stock that may
be issued in the future, holders of Common Stock are entitled to
receive such dividends, if any, as may be declared from time to
time by the Board of Directors out of funds legally available
therefor and in the event of liquidation, dissolution or winding-
up of the Company, to share ratably in all assets available for
distribution. The holders of Common Stock have no preemptive or
conversion rights. Subject to the rights of holders of any
Preferred Stock that may be issued in the future, the holders of
Common Stock are entitled to one vote per share on any matter
submitted to a vote of the shareholders, except that, on giving
notice as required by law and subject to compliance with other
statutory conditions, shareholders may cumulate their votes in an
election of directors, and each shareholder may give one
candidate a number of votes equal to the number of directors to
be elected multiplied by the number of shares held by such
shareholder or may distribute such shareholder's votes on the
same principle among as many candidates as such shareholder
thinks fit. All outstanding shares of Common Stock are fully paid
and are not subject to further calls or assessments by the
Company. There are no redemption or sinking fund provisions
applicable to the Common Stock.
Preferred Stock
The Board of Directors has the authority to issue the authorized
and unissued Preferred Stock in one or more series with such
designations, rights and preferences as may be determined from
time to time by the Board of Directors. Accordingly, the Board of
Directors is empowered, without shareholder approval, to issue
Preferred Stock with dividend, liquidation, conversion, voting or
other rights that could adversely affect the voting power or
other rights of the holders of the Company's Common Stock. In the
event of issuance, the Preferred Stock could be used under
certain circumstances, as a method of discouraging, delaying or
preventing an acquisition or change in control of the Company.
The Company does not currently have any plan to issue any shares
of its Preferred Stock.
Item 2. Exhibits. Pursuant to Part II of Instructions as to Exhibits of
Form 8-A, the following exhibits have been filed with the New
York Stock Exchange, Inc. but are not being filed with the
Securities and Exchange Commission with this registration
statement.
1. Annual report on Form 10-K for the year ended December 31,
1996, dated March 25, 1997.
2. Quarterly Report on Form 10-Q for the Quarters ended March
31, 1997, and June 30, 1997, dated May 14, 1997, and August
13, 1997, respectively. Reports on Form 8-K dated January 7,
1997, March 21, 1997, and September 25, 1997.
3. Notice of Annual Meeting and Proxy Statement dated April 14,
1997.
4. Articles of Incorporation and bylaws with all amendments
thereto.
5. Specimen Common Stock certificate.
6. Annual Report to Shareholders for the year ended December 31,
1996.
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SIGNATURES
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, thereunto duly authorized.
Simpson Manufacturing Co., Inc.
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(Registrant)
DATE: September 29, 1997 By /s/Stephen B. Lamson
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Stephen B. Lamson
Chief Financial Officer
