8-A12G/A 1 d90340ae8-a12ga.txt AMENDMENT NO. 1 TO FORM 8-A 12(G) 1 FORM 8-A/A (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PEERLESS MFG. CO. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas 75-0724417 -------------------------------------------------------------------------------- (State of incorporation or organization) I.R.S. Employer Identification No. 2819 Walnut Hill Lane, Dallas Texas 75229 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration registration of a class of debt of a class of debt securities and is to securities and is effective upon become effective simultaneously with the filing pursuant to General effectiveness of a concurrent Instruction A(c)(1) please check the registration statement under the following box. [ ] Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock Purchase Rights -------------------------------------------------------------------------------- (Title of Class) 2 This Form 8-A/A (Amendment No. 1) amends and supplements the information set forth in the Registration Statement on Form 8-A filed with the Securities and Exchange Commission by Peerless Mfg. Co., a Texas corporation (the "Registrant"), on May 22, 1997 (file number 000-05214). Item 1. Description of Registrant's Securities to be Registered On May 22, 1997 the Registrant entered into a Rights Agreement (the "Rights Agreement") with ChaseMellon Shareholder Services, L.L.C., now known as Mellon Investor Services LLC (the "Rights Agent"), pursuant to which the Registrant declared a dividend of one common share purchase right (a "Right") for each outstanding share of its common stock, $1.00 par value per share (the "Common Stock"). On August 23, 2001, the Registrant and the Rights Agent entered into an Amendment to Rights Agreement (the "Amendment") to, among other things, (1) increase the original purchase price upon exercise of a Right for a share of Common Stock from $30 to $200 and (2) eliminate the so-called "deadhand" provisions that stipulated certain actions could only be taken by those members of the Board of Directors that were "continuing directors." A "continuing director" generally was defined as a member of the Board of Directors prior to the commencement of a hostile takeover of the Registrant. As a result of the Amendment, decisions to be made pursuant to the original Rights Agreement by such continuing directors will now instead be made by a majority of all the directors at the time of such decision. The Rights Agreement specifying the terms of the Rights, including the exhibits thereto, is filed as Exhibit 1 to this Form 8-A/A and is incorporated herein by reference. The Amendment is filed as Exhibit 2 to this Form 8-A/A and is incorporated herein by reference. The foregoing summary description of the Amendment is qualified in its entirety by reference to the full text of the Amendment. Item 2. Exhibits 1. Rights Agreement, dated May 22, 1997, between Peerless Mfg. Co. and ChaseMellon Shareholder Services, L.L.C. (now known as Mellon Investor Services LLC) (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A (file no. 000-05214)). 2. Amendment to Rights Agreement, dated August 23, 2001, between Peerless Mfg. Co. and Mellon Investor Services LLC, as Rights Agent. 2 3 SIGNATURES 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, thereunto duly authorized. PEERLESS MFG. CO. By: /s/ Sherrill Stone -------------------------------------- Sherrill Stone, Chairman of the Board, President and Chief Executive Officer Dated: August 30, 2001 3 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 1 Rights Agreement, dated May 22, 1997, between Peerless Mfg. Co. and ChaseMellon Shareholder Services, L.L.C. (now known as Mellon Investor Services LLC) (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A (file no. 000-05214)). 2 Amendment to Rights Agreement, dated August 23, 2001, between Peerless Mfg. Co. and Mellon Investor Services LLC, as Rights Agent.
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