8-A12B 1 d46460e8va12b.htm FORM 8-A12B e8va12b
 

 
 
UNITED STATES 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
PEERLESS MFG. CO.
(Exact Name of Registrant as Specified in Its Charter)
     
Texas
(State of Incorporation or
Organization) 		  75-0724417
(I.R.S. Employer
Identification No.)
     
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
(Address of Principal Executive Offices) 		  75254
(Zip Code)
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. þ
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. o
Securities Act registration statement file number to which this form relates: Not Applicable
Securities to be registered pursuant to Section 12(b) of the Act:
     
Title of Each Class
to be so Registered 		  Name of Each Exchange on Which
Each Class is to be Registered
     
Common Stock Purchase Rights   The NASDAQ Stock Market LLC
Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable
 
 

 

 

Item 1. Description of Registrant’s Securities to be Registered.
     On May 4, 2007, the Board of Directors of Peerless Mfg. Co. (the “Company”) declared a dividend distribution of one right (a “Right”) for each share of Common Stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding at the close of business on May 22, 2007 (the “Record Date”), pursuant to the terms of a Rights Agreement, dated as of May 4, 2007 (the “Rights Agreement”), by and between the Company and Mellon Investor Services LLC, as rights agent. The Rights Agreement also provides, subject to specified exceptions and limitations, that Common Shares issued or delivered from the Company’s treasury after the Record Date will be entitled to and accompanied by Rights. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.
Item 2. Exhibits.
     
Exhibit    
No.   Description of Exhibit
 
    
4.1
  Rights Agreement dated May 4, 2007 between Peerless Mfg. Co. and Mellon Investor Services LLC, as Rights Agent.

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.
         
  PEERLESS MFG. CO.
 		  
  By:   /s/ Henry G. Schopfer, III    
    Henry G. Schopfer, III   
    Chief Financial Officer   
 
Date: May 8, 2007

 

 

INDEX TO EXHIBITS
     
Exhibit    
No.   Description of Exhibit
 
    
4.1
  Rights Agreement dated May 4, 2007 between Peerless Mfg. Co. and Mellon Investor Services LLC, as Rights Agent.