-----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, QB6IWdsq6CKEWWteTrWsXgj4h+9hR1G2zUQZohY3nUdh+PTWzWNLbMTGedRffqOg FoWsz6DDgdmtw4WNkRfVhA== 0000898318-99-000002.txt : 19990113 0000898318-99-000002.hdr.sgml : 19990113 ACCESSION NUMBER: 0000898318-99-000002 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990112 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: 99505169 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 AMENDMENT TO FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________ FORM 8-A/A-4 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 (I.R.S. Employer organization) Identification No.) 1420 Peachtree Street, N.E., Atlanta, GA 30309 _______________________________ ____________________ (Address of principal executive (Zip Code) offices) 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 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 form relates: _________________ (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) This Amendment No. 4 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 subsequently amended on May 17, 1988, on December 17, 1997 and on June 22, 1998 (as amended, the "Registration Statement") by National Service Industries, Inc., a Delaware corporation (the "Company"). Item 1: DESCRIPTION OF SECURITIES TO BE REGISTERED. ------------------------------------------- On January 6, 1999, the Company and First Chicago Trust Company of New York entered into a Second Amendment, dated as of January 6, 1999 (the "Second Amendment") to the Amended and Restated Rights Agreement, dated as of December 17, 1997, between the Company and First Chicago Trust Company of New York, as Rights Agent, as amended (as the same may be amended, supplemented or otherwise modified from time to time, the "Rights Agreement"). The Second Amendment modifies the terms of the Rights Agreement governing the redemption of the Rights and the amendment or supplement of the Rights Agreement by removing the deferred redemption and deferred amendment provisions. The Second 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. The description and terms of the rights are set forth in the Rights Agreement, as amended by the Second Amendment. Item 2: EXHIBITS. --------- 1. Second Amendment dated as of January 6, 1999, between National Service Industries, Inc. and First Chicago Trust Company of New York, to the Rights Agreement, dated as of December 17, 1997, between National Service Industries, Inc. and First Chicago Trust Company of New York, as Rights Agent, as amended. -2- EXHIBIT INDEX ------------- Exhibit Description Page - ------- ----------- ---- 1 Second Amendment dated as of January 6, 5 1999, between National Service Industries, Inc. and First Chicago Trust Company of New York, to the Rights Agreement, dated as of December 17, 1997, between National Service Industries, Inc. and First Chicago Trust Company of New York, as Rights Agent, as amended. -3- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. NATIONAL SERVICE INDUSTRIES, INC. /s/ Helen D. Haines By: _____________________________ Name: Helen D. Haines Title: Vice President and Secretary Dated: January 6, 1999 -4- EX-1 2 AMENDED AND RESTATED RIGHTS AGREEMENT Exhibit 1 --------- SECOND AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT THIS SECOND AMENDMENT, dated as of January 6, 1999 (the "SECOND AMENDMENT") between National Service Industries, Inc., a Delaware corporation (the "COMPANY"), and First Chicago Trust Company of New York ("FIRST CHICAGO") to the AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of December 17, 1997, as amended by the First Amendment, dated April 30, 1998 (as the same may be amended, supplemented or otherwise modified from time to time, the "RIGHTS AGREEMENT"), between the Company and First Chicago, as Rights Agent. WHEREAS, the Company desires to amend the Rights Agreement to modify the terms of the Rights Agreement governing the redemption of the Rights and the amendment or supplement of 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. REDEMPTION AND TERMINATION. Section 24 of the Rights Agreement is hereby amended by (a) deleting the phrase "Subject to Section 24(a)(iii)" from the first sentence of subsection (a)(i) of Section 24; (b) deleting the phrase "Subject to Section 24(a)(iii)" from the first sentence of subsection (a)(ii) of Section 24; and (c) deleting subsection (a)(iii) of Section 24 in its entirety. 2.2. SUPPLEMENTS AND AMENDMENTS. Section 28 of the Rights Agreement is hereby amended by deleting in its entirety the last sentence thereof. 2.3. EXHIBIT B AMENDMENT. Exhibit B ("Form of Rights Certificate") to the Rights Agreement is hereby amended by replacing in the first paragraph thereof the words "Wachovia Bank, N.A. (the "Rights Agent")" with the words "First Chicago Trust Company of New York (the "Rights Agent")." 2.4. EXHIBITS C AMENDMENTS. Exhibit C (the "Summary of Rights") to the Rights Agreement is hereby amended: (a) by replacing in the third sentence thereof the words "Wachovia Bank, N.A." with the words "First Chicago Trust Company of New York"; (b) by deleting from the second paragraph thereof the words contained in the parenthetical immediately following the term Transaction and substituting therefor the words "(as defined in the Rights Agreement)"; (c) by inserting the following phrase at the end of the seventh paragraph thereof "(as defined in the Rights Agreement)"; (d) by deleting in its entirety the twelfth paragraph thereof; and (e) by inserting in the first sentence of the final paragraph thereof the phrase "and on December 17, 1997" immediately following the phrase "as subsequently amended on May 17, 1988." 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. -2- 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. -3- IN WITNESS WHEREOF, the parties hereto have caused this SECOND AMENDMENT to be duly executed, all as of the date and year first above written. NATIONAL SERVICE INDUSTRIES, INC. /s/ James S. Balloun By: _____________________________ Name: James S. Balloun Title: Chairman, President and Chief Executive Officer FIRST CHICAGO TRUST COMPANY OF NEW YORK /s/ JoAnne Gorostiola By: _____________________________ Name: JoAnne Gorostiola Title: Assistant Vice President -4- -----END PRIVACY-ENHANCED MESSAGE-----