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
THOMAS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware 61-0505332
(State of in incorporation of organization) (IRS Employer
Identification No.)
4360 Brownsboro Road, Suite 300, Louisville, Kentucky
40207
(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 of which
to be so registered each class is to be registered
Rights to Acquire Series B
New York Stock Exchange
Junior Preferred Stock
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box /X/
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box / /
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
Pursuant to action by the Board of Directors of Thomas Industries Inc. (the
"Company") on December 10, 1997, a dividend distribution was declared of one
preferred stock purchase right (the "Rights") on each outstanding share of
common stock, par value $1.00 per share (the "Common Stock") of the Company.
The distribution will be made to shareholders of record on January 5, 1998 (the
"Record Date"). The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and The Fifth
Third Bank, as Rights Agent (the "Rights Agent"). The Rights Agreement
contemplates the issuance of one Right for every share of Common Stock issued
between the Record Date and the Separation Date (as defined below). The Rights
Agreement also contemplates the issuance of one Right for each share of Common
Stock which is issued pursuant to any employee benefit plan or arrangement
established prior to the Separation Date. Except as set forth below, each Right
will entitle the registered holder thereof to purchase from the Company a unit
consisting of one one-hundredth of share (a "unit") of the Company's Series B
Junior Preferred Stock, par value $1.00 per share (the "Preferred Stock"), at a
purchase price of $65 per Unit (the "Purchase Price"), subject to anti-dilutive
adjustments described below.
The Rights will be represented by the Common Stock certificates and will
not be exercisable or transferable apart from the Common Stock until the earlier
to occur of (i) ten days following a public announcement that a person or group
of affiliated or associated persons (an "Acquiring Person"), has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) ten
days following the commencement of (or announcement of an intention to make) a
tender offer or exchange offer if, upon consummation thereof, such person or
group would be the beneficial owner of 20% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the "Separation Date").
Until the Separation Date (or earlier redemption or expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer or new
issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference. As soon as practicable following the Separation Date,
separate certificates evidencing the Rights (the "Rights Certificates") will be
mailed to holders of record of the Common Stock as of the close of business on
the Separation Date. From and after the Separation Date, the separate Rights
Certificates alone will evidence the Rights. The Rights will expire at the
close of business on January 5, 2008 (the "Final Expiration Date") unless
earlier redeemed by the Company as described below.
In the event that, at any time following the Separation Date, (i) the
Company is the surviving corporation in a merger with or involving an Acquiring
Person and its Common Stock shall remain outstanding, or (ii) an Acquiring
Person becomes the beneficial owner of 20% or more of the then outstanding
shares of Common Stock, except pursuant to an offer for all outstanding Common
Stock at a price and upon terms and conditions as a majority of the Continuing
Directors determine to be in the best interest of the Company and its
shareholders, other than the Acquiring Person, or (iii) an Acquiring Person
engages in any of a number of enumerated self-dealing transactions without the
approval of a majority of the Continuing Directors, each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price, a number of shares of Common Stock which at the time of
such transaction would have a market value of two times the current Purchase
Price. Notwithstanding the foregoing, no Right will be exercisable for Common
Stock of the Company until the Rights have become non-redeemable, as described
below. In the event that, at any time following the Separation Date, the
Company is acquired in a merger or other business combination transaction or 50%
or more of its assets or earning power is sold, each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price, a number of shares of common stock of the acquiring
company which at the time of such transaction would have a market value of two
times such Purchase Price. If the Company would be prohibited by its
Certificate of Incorporation from issuing securities to certain holders of the
Rights upon exercise thereof, the Rights Agreement provides alternate means for
giving such holders the benefit of their Rights. Any of the events described in
this paragraph is defined as a "Triggering Event." Following the occurrence of
any of the above-mentioned Triggering Events, any Rights that are or were
beneficially owned by the Acquiring Person will be null and void.
In general, a Continuing Director is a director of the Company who is not
an Acquiring Person and who was elected to the Board prior to the time the
Acquiring Person in question became such or who was designated Continuing
Director by a majority of the Board of Directors or a majority of the then
Continuing Directors.
The Purchase Price payable, and the number of Units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights, are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for Preferred Stock or convertible securities at less
than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
On the earlier of (i) the Stock Acquisition Date, or (ii) the Final
Expiration Date, the Company may redeem the Rights in whole, but not in part, at
a price of $.02 per Right (the "Redemption Price"). Immediately upon the action
of the Board of Directors of the Company ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The present distribution of the Rights is not taxable to the Company or its
shareholders. Until they are exercisable, the Rights are not dilutive nor will
they affect reported earnings per share. The Company will receive no proceeds
from the issuance of the Rights as a dividend.
As long as the Rights are attached to the Common Stock, the Company will
issue one Right with each new share of Common Stock issued so that all such
shares will have attached Rights. After the Separation Date but prior to the
Expiration Date, Rights shall only be issued in connection with the issuance of
Common Stock upon the exercise of stock options granted prior to the Separation
Date or pursuant to other benefits under any employee plan or arrangement
established prior to the Separation Date.
The terms of the Rights other than the Purchase Price, the Redemption
Price, and the period during which the Rights are redeemable, may be amended by
the Board of Directors of the Company; provided, however, that the amendment
will not adversely affect the interests of holders of Rights other than an
Acquiring Person.
Item 2. Exhibits.
1. Rights Agreement dated as of December 10, 1997 between Thomas
Industries Inc. and Fifth Third Bank as Rights Agent, which
includes as Exhibit A the Certificate of Designations of
Preferred Stock, Series B setting forth the terms of the
Preferred Stock; as Exhibit B the form of Rights Certificate; and
as Exhibit C the form of Summary of Rights is incorporated by
reference to Exhibit 1 to Registrant's Form 8-K dated December
12, 1997.
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.
THOMAS INDUSTRIES INC.
Date: December 30, 1997 By: /s/ Phillip J. Stuecker
Name: Phillip J. Stuecker
Title: Vice President of Finance, CFO, and
Secretary
