8-A12B 1 a05-6632_18a12b.htm 8-A12B

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Accuride Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

 

 

61-1109077

(State of Incorporation

 

 

 

(I.R.S. Employer

or Organization)

 

 

 

Identification No.)

 

 

 

 

 

 

 

 

 

 

7140 Office Circle, Evansville, Indiana

 

 

 

47715

(Address of Principal Executive Offices)

 

 

 

(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.  ý

 

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:  333-121944

 

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, par value $0.01 per share

 

New York Stock Exchange

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

 

 


 

Item 1.

Description of Registrant’s Securities to be Registered.

The description of the Common Stock of Registrant set forth under the caption “Description of Capital Stock” in Registrant’s Registration Statement on Form S-1 (File No. 333-121944) as originally filed with the Securities and Exchange Commission on January 10, 2005 or as subsequently amended (the “Registration Statement”), and in the prospectus included in the Registration Statement, is hereby incorporated by reference in response to this item.

Item 2.

The following exhibits are filed herewith or are incorporated by reference as indicated below.

Exhibit Number

 

Description

 

3.3*

 

Amended and Restated Certificate of Incorporation of the Registrant to be effective prior to the closing of the offering.

 

 

 

 

 

3.4*

 

Amended and Restated Bylaws of the Registrant to be effective prior to the closing of the offering.

 

 

 

 

 

4.1*

 

Specimen Common Stock certificate of the Registrant.

 

 

 

 

 

4.2**

 

Indenture, dated as of January 31, 2005, by and among the Registrant, all of the Registrant’s direct and indirect Domestic Subsidiaries existing on the Issuance Date and The Bank of New York Trust Company, N.A., with respect to $275.0 million aggregate principal amount of 8½% Senior Subordinated Notes due 2015.

 

 

 

 

 

4.3***

 

Amended and Restated Registration Rights Agreement, dated January 31, 2005, by and among the Registrant and each of the Stockholders (as defined therein).

 

 

 

 

 

4.4****

 

Shareholder Rights Agreement, dated January 31, 2005, by and among the Registrant and the Stockholders (as defined therein).

 

 

 

 

 

4.5*

 

Registration Rights Agreement, dated January 31, 2005 by and among the Registrant, as issuer, the Guarantors named in Schedule A thereto and Lehman Brothers Inc., Citigroup Global Markets Inc. and UBS Securities LLC, as initial purchasers.

 

 

 

 

 

4.6*

 

Stockholders’ Agreement, dated January 21, 1998, as amended and assigned, by and among the Registrant, RSTW Partners III, L.P. (as successor to Phelps Dodge Corporation) and Hubcap Acquisition L.L.C.

 

 

 

 

 

4.7*

 

Bond Guaranty Agreement, dated March 1, 1999, by Bostrom Seating, Inc. in favor of NBD Bank as Trustee.

 

 

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* Incorporated by reference to the identically numbered exhibit to the Registration Statement on Form S-1 of Accuride Corporation filed by Accuride Corporation on January 10, 2005, as amended (File No. 333-121944).

** Incorporated by reference to exhibit 4.1 to the Form 8-K filed by Accuride Corporation on February 4, 2005.

*** Incorporated by reference to exhibit 4.2 to the Form 8-K filed by Accuride Corporation on February 4, 2005.

**** Incorporated by reference to exhibit 4.3 to the Form 8-K filed by Accuride Corporation on February 4, 2005.

 

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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, thereunto duly authorized.

Date:    April 25, 2005

Accuride Corporation

 

 

By:

/s/ Terrence J. Keating

 

 

 

Terrence J. Keating

 

 

President and Chief Executive Officer

 

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