-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R/G6lAW7u5Ghot5xAq31kbLiT1RXtoJLRKGUh6LDg4bTCWgAf1A/tZV0QLTapnqu SUbJ6ksShCCAAh5Zr1KbWQ== 0000950144-96-003510.txt : 19960619 0000950144-96-003510.hdr.sgml : 19960619 ACCESSION NUMBER: 0000950144-96-003510 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960618 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARVARD INDUSTRIES INC CENTRAL INDEX KEY: 0000046012 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 210715310 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21362 FILM NUMBER: 96582458 BUSINESS ADDRESS: STREET 1: 2502 N ROCKY POINT DR STE 960 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8132885000 MAIL ADDRESS: STREET 1: 2502 N ROCKY POINT DRIVE STREET 2: SUITE 960 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: HARVARD BREWING CO DATE OF NAME CHANGE: 19710315 8-A12G/A 1 HARVARD INDUSTRIES, INC. - FORM 8-A/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- AMENDMENT NO. 2 TO 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 -------------------------- HARVARD INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) FLORIDA 21-0715310 (State or other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2502 N. Rocky Point Drive, Suite 960 Tampa, Florida (Address of principal executive offices) 33607 (Zip Code) -------------------------- Securities to be registered pursuant to Section 12(b) of the Act: NONE Securities to be registered pursuant to Section 12(g) of the Act: Name of each exchange on which Title of each class to be registered each class is to be registered ------------------------------------ ------------------------------ Preferred Stock Purchase Rights National Association of Securities Dealers, Inc. Automated Quotation System Page 1 of 7 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Articles of Merger were filed with the Secretary of State of Florida on March 22, 1996, pursuant to which Harvard Industries, Inc., a Delaware corporation (the "Delaware Corporation"), merged with and into its wholly-owned subsidiary, Harvard Merger Corporation, a Florida corporation. The purpose of the merger was to change the state of incorporation of the Delaware Corporation from Delaware to Florida. Effective with the filing of the Articles of Merger and as part thereof, Harvard Merger Corporation, as the surviving corporation of the merger, changed its name to Harvard Industries, Inc. (the "Registrant"). Information concerning the Registrant's Preferred Stock Purchase Rights (the "Rights") is contained in the Registrant's Registration Statement on Form 8-A dated October 24, 1994, and amended by the Form 8-A/A dated June 12, 1995. All capitalized terms not otherwise defined herein have the meanings given them in the Rights Agreement. On May 15, 1996, the Board of Directors of the Registrant adopted and approved an amendment (the "Amendment") to the Rights Agreement dated as of October 18, 1994 between the Registrant and Shawmut Bank Connecticut, National Association, as Rights Agent (the "Rights Agreement"). The Amendment provides that the Rights Agreement, each Right and each Rights Certificate shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of the State of Florida. The full text of the Amendment is filed as Exhibit 3 hereto, and the foregoing summary is qualified in its entirety by reference to such Exhibit. Except as provided in the Amendment, all other terms and conditions of the Rights Agreement remain in full force and effect. ITEM 2. EXHIBITS. The following exhibits are furnished herewith and incorporated herein by reference:
Exhibit No. Description of Exhibits - ----------- ----------------------- 1 Rights Agreement, dated as of October 18, 1994, between the Registrant and Fleet National Bank (formerly Shawmut Bank Connecticut, National Association), as Rights Agent (incorporated by reference to Exhibit 2 to the Registration Statement on Form 8-A of the Registrant filed with the Securities and Exchange Commission on October 24, 1994 (File No. 0-21362)). 2 Amendment No. 1 to Rights Agreement, dated as of June 12, 1995, between the Registrant and Fleet National Bank (formerly Shawmut Bank Connecticut, National Association), as Rights Agent (incorporated by reference to Exhibit 1 to Amendment to the Registration Statement on Form 8-A of the Registrant filed with the Securities and Exchange Commission on June 20, 1995 (File No. 0-21362)). 3 Amendment No. 2 to Rights Agreement effective as of May 31, 1996, between the Registrant and Fleet National Bank (formerly Shawmut Bank Connecticut, National Association), as Rights Agent
Page 2 of 7 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form 8/A to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: June 17, 1996 HARVARD INDUSTRIES, INC. By /s/ Richard T. Dawson ---------------------------------- Richard T. Dawson, Vice President Page 3 of 7 4 EXHIBIT INDEX
EXHIBIT DESCRIPTION - --------------------------------------------------------------------------------- 1 Rights Agreement, dated as of October 18, 1994, between the Registrant and Fleet National Bank (formerly Shawmut Bank Connecticut, National Association), as Rights Agent (incorporated by reference to Exhibit 2 to the Registration Statement on Form 8-A of the Registrant filed with the Securities and Exchange Commission on October 24, 1994 (File No. 0-21362)). 2 Amendment No. 1 to Rights Agreement, dated as of June 12, 1995, between the Registrant and Fleet National Bank (formerly Shawmut Bank Connecticut, National Association), as Rights Agent (incorporated by reference to Exhibit 1 to Amendment to the Registration Statement on Form 8-A of the Registrant filed with the Securities and Exchange Commission on June 20, 1995 (File No. 0-21362)). 3 Amendment No. 2 to Rights Agreement effective as of May 31, 1996, between Registrant and Fleet National Bank (formerly Shawmut Bank Connecticut, National Association), as Rights Agent.
Page 4 of 7 5 EXHIBIT NO. 3 Page 5 of 7 6 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This AMENDMENT No. 2, effective as of May 31, 1996 (the "Amendment"), to the Rights Agreement between Harvard Industries, Inc., a Florida corporation (the "Company"), and Fleet National Bank (formerly Shawmut Bank Connecticut, National Association), as Rights Agent (the "Rights Agent"), dated as of October 18, 1994. BACKGROUND The Company and the Rights Agent desire to amend the Rights Agreement pursuant to Section 26(iv) of the Rights Agreement. Accordingly, an officer of the Company has concurrently herewith delivered to the Rights Agent a certificate stating that this Amendment is in compliance with Section 26 of the Rights Agreement and the Rights Agent acknowledges that, pursuant to Section 26, it shall execute this Amendment. THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: 1. Section 31 of the Rights Agreement is hereby amended and restated in its entirety as follows: " Governing Law. This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State." 2. Except as hereby amended, the Rights Agreement shall remain in full force and effect. 3. This Amendment may be executed in two or more counterparts and each shall be deemed an original for all purposes and all of which together shall constitute one and the same Amendment. Page 6 of 7 7 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the authorized officers of the Company and the Rights Agent as of the date first above written. HARVARD INDUSTRIES, INC. By:/s/ Richard T. Dawson ------------------------------------- Richard T. Dawson Vice President FLEET NATIONAL BANK By:/s/ Philip G. Kane, Jr. ------------------------------------- Name: Philip G. Kane ----------------------------------- Title: Vice President --------------------------------- Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----