-----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, KQwmHETV0NaxjVFS/wB2uTZvwslJiypzw2HR5TRKGXf15xxU8wlkpe6vBk69dFPw P4j2kyuvuOIs+5aa55ngmw== 0000070538-98-000011.txt : 19980623 0000070538-98-000011.hdr.sgml : 19980623 ACCESSION NUMBER: 0000070538-98-000011 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980622 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SERVICE INDUSTRIES INC CENTRAL INDEX KEY: 0000070538 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 580364900 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-03208 FILM NUMBER: 98651661 BUSINESS ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048531000 MAIL ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 8-A12B/A 1 NATIONAL SERVICE INDUSTRIES, INC. 8-A12B/A Page 1 of 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A-3 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NATIONAL SERVICE INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 58-0364900 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1420 Peachtree Street, N.E., Atlanta, GA 30309 (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 to be so registered on which each class is to be registered Preferred Stock Purchase Rights 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 (Title of Class) Page 2 This Amendment No. 3 is filed to supplement and amend the information set forth in the Registration Statement on Form 8-A, filed as of May 11, 1988, as amended on May 17, 1988 and on December 17, 1997 (as amended, the "Registration Statement") by National Service Industries, Inc., a Delaware corporation (the "Company"). Item 1: Description of Securities to be Registered. On April 30, 1998, National Service Industries, Inc., a Delaware corporation (the "Company"), amended its Amended and Restated Rights Agreement, dated as of December 17, 1997, between the Company and Wachovia Bank, N.A., as Rights Agent (as the same may be amended, supplemented or otherwise modified from time to time, the "Rights Agreement"), pursuant to the First Amendment, dated as of April 30, 1998, between the Company and First Chicago Trust Company of New York (the "Amendment"), to remove Wachovia Bank, N.A. as Rights Agent and to appoint First Chicago Trust Company of New York as the successor Rights Agent under the Rights Agreement effective June 22, 1998. The Amendment is attached hereto as Exhibit 1, which is incorporated by reference herein in its entirety. The foregoing description does not purport to be complete and is qualified in its entirety by reference to that Exhibit 1. Item 2: Exhibits. 1. First Amendment dated as of April 30, 1998, between National Service Industries, Inc. and First Chicago Trust Company of New York, to the Amended and Restated Rights Agreement, dated as of December 17, 1997, between National Service Industries, Inc. and Wachovia Bank, N.A. Page 3 EXHIBIT INDEX Exhibit Description Page 1 First Amendment dated as of April 30, 1998, between 5 National Service Industries, Inc. and First Chicago Trust Company of New York, to the Amended and Restated Rights Agreement, dated as of December 17, 1997, between National Service Industries, Inc. and Wachovia Bank, N.A. Page 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. NATIONAL SERVICE INDUSTRIES, INC. By: s/Kenyon W. Murphy Name: Kenyon W. Murphy Title: V.P., Secretary, and Associate Counsel Dated: June 22, 1998 Page 5 FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS FIRST AMENDMENT, dated as of April 30, 1998 (the "Amendment") between National Service Industries, Inc., a Delaware corporation (the "Company"), Wachovia Bank, N.A. ("Wachovia"), and First Chicago Trust Company of New York ("First Chicago") to the AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of December 17, 1997 (as the same may be amended, supplemented or otherwise modified from time to time, the "Rights Agreement"), between the Company and Wachovia. WHEREAS, the Company desires to amend the Rights Agreement to remove Wachovia, and appoint First Chicago, as Rights Agent under the Rights Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto hereby agree as follows: Section 1. Definitions and Section References. 1.1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein without definition shall have the meanings assigned to them in the Rights Agreement. 1.2. Section References. Unless otherwise indicated, all section and subsection references are to the Rights Agreement. SECTION 2. Amendments. 2.1 Removal of Rights Agent. The Company hereby removes Wachovia as Rights Agent under the Rights Agreement, effective as of June 22, 1998. 2.2 Successor Rights Agent. Pursuant to Section 22 of the Rights Agreement, the Company hereby appoints First Chicago as the successor Rights Agent under the Rights Agreement, effective as of June 22, 1998. First Chicago hereby assumes and agrees to be bound by all of the terms, provisions and conditions of the Rights Agreement and shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent and had been an original signatory to the Rights Agreement. Page 6 2.3 References to Rights Agent. Each reference to the Rights Agent contained in the Rights Agreement shall, on and after June 22, 1998, refer to First Chicago. 2.4 Change of Legend. Section 3 of the Rights Agreement ("Issue of Rights Certificates") is hereby amended by amending and restating paragraph (c) of such section to read as follows: (c) Certificates issued for shares of Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock or reacquired shares of Common Stock referred to in the last sentence of this paragraph (c) or shares which become outstanding) after the date of this Agreement, but prior to the earlier of the Distribution Date or the Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between National Service Industries, Inc. and First Chicago Trust Co. of New York (the "Rights Agent") dated as of December 17, 1997, as amended and as it may be further amended or restated (the "Rights Agreement"), the terms of which are hereby incorporated by reference and a copy of which is on file at the principal offices of National Service Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. National Service Industries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to or held by any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons whether currently held by or on behalf of such Person or by any subsequent holder of such Rights may become null and void. Page 7 With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. In the event that the Company purchases or acquires any shares of Common Stock prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. 2.5 Notices to the Successor Rights Agent. Section 27 of the Rights Agreement ("Notices") is hereby amended by amending and restating the second paragraph of such section to read as follows: Subject to the provisions of Section 22, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: First Chicago Trust Company of New York Suite 4660 525 Washington Boulevard Jersey City, New Jersey 07310 Attn: Tenders and Exchanges Administration SECTION 3. Miscellaneous. 3.1. Continuing Effect. Except as expressly amended hereby, all of the terms and provisions of the Rights Agreement are and shall remain in full force and effect. 3.2. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and to be performed entirely within such State. 3.3. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Page 8 IN WITNESS WHEREOF, the parties hereto have caused this FIRST AMENDMENT to be duly executed, all as of the date and year first above written. NATIONAL SERVICE INDUSTRIES, INC. By: s/Brock Hattox Name: Brock Hattox Title: Executive Vice President and Chief Financial Officer FIRST CHICAGO TRUST COMPANY OF NEW YORK By: s/Gerard J. O'Leary Name: Gerard J. O'Leary Title: Vice President Acknowledged and Agreed: WACHOVIA BANK, N.A. By: s/Deborah N. Keaton Name: Deborah N. Keaton Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----