-----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, O40agb7pZhRbd7ZA0rLFOH5+WN9l6Jdc8yHD2bC5CEBNoyBh464M7iQSQLav/b1J pAwsdh72LLH0MavFkrEKtQ== 0000950152-98-004934.txt : 19980601 0000950152-98-004934.hdr.sgml : 19980601 ACCESSION NUMBER: 0000950152-98-004934 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980522 ITEM INFORMATION: FILED AS OF DATE: 19980529 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIGGIE INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000720032 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 521297376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12558 FILM NUMBER: 98633462 BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR STREET 2: STE 250 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 4404461333 MAIL ADDRESS: STREET 1: 5875 LANDERBROOK DR STREET 2: STE 250 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE INTERNATIONAL HOLDINGS INC DATE OF NAME CHANGE: 19870112 8-K 1 SCOTT TECHNOLOGIES, INC. CURRENT REPORT FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 22, 1998 ----------------- Scott Technologies, Inc. - ------------------------------------------------------------------------------- (Exact name of registrant specified in Charter) Delaware 1-8591 52-1297376 - ------------------------------------------------------------------------------- (State or other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 5875 Landerbrook Drive, Suite 250, Mayfield Heights, Ohio 44124 - ------------------------------------------------------------------------------- (Address of principal executive offices) Zip Code REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (440)446-1333 ---------------------- Figgie International Inc. - ------------------------------------------------------------------------------- (Former name and former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On May 22, 1998, a Certificate of Amendment to the Restated Certificate of Incorporation of FIGGIE INTERNATIONAL INC. (the "Company") (attached as Exhibit 3.1), was filed with the State of Delaware to change the name of the Company to SCOTT TECHNOLOGIES, INC. Accordingly, the Class A Common Stock and Class B Common Stock of Figgie International Inc. is now the Class A Common Stock and Class B Common Stock of Scott Technologies, Inc. The Class A Common Stock and Class B Common Stock of Scott Technologies, Inc. trade under the symbols "SCTTA" AND "SCTTB," respectively. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibit 3.1. Certificate of Amendment to the Restated Certificate of Incorporation SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SCOTT TECHNOLOGIES, INC. Date: May 28, 1998 By: /s/ Debra L. Kackley ----------------------------- ----------------------------- Debra L. Kackley Secretary 3 EXHIBIT INDEX Number Description of Exhibit - ------ ---------------------- 3.1 Certificate of Amendment to the Restated Certificate of Incorporation EX-3.1 2 EXHIBIT 3.1 1 Exhibit 3.1 Page 1 State of Delaware OFFICE OF THE SECRETARY OF STATE ------------------------------ I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "FIGGIE INTERNATIONAL INC.", CHANGING ITS NAME FROM "FIGGIE INTERNATIONAL INC." TO "SCOTT TECHNOLOGIES, INC.", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF MAY, A.D. 1998, AT 12 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. /s/ Edward J. Freel ------------------------------------- Edward J. Freel, Secretary of State 2008620 8100 AUTHENTICATION: 9099304 981197923 DATE: 05-26-98 2 FORM OF CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF FIGGIE INTERNATIONAL INC. PURSUANT TO SECTION 103 AND SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE The undersigned, Glen W. Lindemann and Debra L. Kackley certify that they are the President and Secretary, respectively, of Figgie International Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and do hereby further certify as follows: 1. The name of the Company is Figgie International Inc. 2. This Certificate of Amendment was unanimously approved by the Board of Directors of the Company and thereafter duly adopted by the stockholders thereof, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. 3. Article FIRST of the Restated Certificate of Incorporation of the Company is hereby amended to read in its entirety as follows: FIRST: The name of the Corporation is Scott Technologies, Inc. (hereinafter the "Company"). IN WITNESS WHEREOF, Figgie International Inc. has caused this Certificate of Amendment to be signed by Glen W. Lindemann, its President, and attested by Debra L. Kackley, its Secretary, this 21st day of May 1998. FIGGIE INTERNATIONAL INC. /s/ Glen W. Lindemann -------------------------- Glen W. Lindemann ATTEST: /s/ Debra L. Kackley - -------------------- Debra L. Kackley -----END PRIVACY-ENHANCED MESSAGE-----