8-A12B 1 k90389e8va12b.txt REGISTRATION OF CERTAIN CLASSES OF SECURITIES ON FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MASCO CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 38-1794485 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 2001 VAN BORN ROAD 48180 TAYLOR, MI (Zip Code) (Address of Principal Executive Offices) 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), please 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), please check the following box | | Securities Act registration statement file number to which this 333-120452 form relates: ------------ (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 Zero Coupon Convertible Senior Notes, New York Stock Exchange Series B Due 2031 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 The description of the Zero Coupon Convertible Senior Notes, Series B Due 2031 of the Registrant registered hereunder presented under the caption "Description of the Notes" in the Prospectus dated December 10, 2004, contained in its effective Registration Statement on Form S-4 (Registration No. 333-120452) as amended, which Registration Statement was filed on November 12, 2004. Item 2. Exhibits EXHIBIT NUMBER DESCRIPTION 3.1 Form of the Restated Certificate of Incorporation of the Registrant, as amended (Incorporated by reference to Exhibit 3.I of the Registrant's Annual Report on Form 10-K, File No. 001-05794, filed with the Securities and Exchange Commission on March 14, 2003). 3.2 Amended Bylaws of the Registrant (Incorporated by reference to Exhibit 3.II of the Registrant's Annual Report on Form 10-K, File No. 001-05794, filed with the Securities and Exchange Commission on March 14, 2003). 4.1 Rights Agreement dated as of December 6, 1995 between the Registrant and The Bank of New York, as Rights Agent, and Amendment No. 1 dated September 23, 1998 (Incorporated by reference to Exhibit 4.b of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000). 4.2 Form of Indenture between the Registrant and J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, National Association), as trustee, relating to the Registrant's debt securities (Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-3, File No. 333-58034, filed with the Securities and Exchange Commission on March 30, 2001). 4.3 Form of Second Supplemental Indenture to the Indenture between the Registrant and J.P. Morgan Trust Company, National Association, as trustee, relating to the Zero Coupon Convertible Senior Notes, Series B due July 20, 2031 (incorporated by reference to the Registrant's Registration Statement on Form S-4, File No. 333-120452, filed with the Securities and Exchange Commission on November 12, 2004). 2 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. Masco Corporation By: /s/ TIMOTHY WADHAMS ------------------------------------- Name: Timothy Wadhams Title: Senior Vice President and Chief Financial Officer Date: December 13, 2004 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 3.1 Form of the Restated Certificate of Incorporation of the Registrant, as amended (Incorporated by reference to Exhibit 3.I of the Registrant's Annual Report on Form 10-K, File No. 001-05794, filed with the Securities and Exchange Commission on March 14, 2003). 3.2 Amended Bylaws of the Registrant (Incorporated by reference to Exhibit 3.II of the Registrant's Annual Report on Form 10-K, File No. 001-05794, filed with the Securities and Exchange Commission on March 14, 2003). 4.1 Rights Agreement dated as of December 6, 1995 between the Registrant and The Bank of New York, as Rights Agent, and Amendment No. 1 dated September 23, 1998 (Incorporated by reference to Exhibit 4.b of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000). 4.2 Form of Indenture between the Registrant and J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, National Association), as trustee, relating to the Registrant's debt securities (Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-3, File No. 333-58034, filed with the Securities and Exchange Commission on March 30, 2001). 4.3 Form of Second Supplemental Indenture to the Indenture between the Registrant and J.P. Morgan Trust Company, National Association, as trustee, relating to the Zero Coupon Convertible Senior Notes, Series B due July 20, 2031 (incorporated by reference to the Registrant's Registration Statement on Form S-4, File No. 333-120452, filed with the Securities and Exchange Commission on November 12, 2004).