View:
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
A. O. SMITH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 39-0619790
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
11270 West Park Place, Milwaukee, Wisconsin 53224
(Address of principal executive offices) (Zip Code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
Common Stock, $1.00 Par Value New York Stock Exchange
(Title of each class to be registered) (Name of each exchange on
which each class is to be
registered)
Securities to be Registered Pursuant to Section 12(g) of the Act: None
ITEM 1. Description of Registrant's Securities to be Registered.
Common Stock, $1 Par Value.
The capital stock of A. O. Smith Corporation (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc.
(the "Exchange") is the Registrant's Common Stock, which has a par
value of $1 per share.
Under the Restated Certificate of Incorporation, the Registrant has
the authority to issue Class A Common Stock, $5 par value per
share, Common Stock, $1 par value per share, and Preferred Stock,
$1 par value per share. There are no outstanding shares of
Preferred Stock, and the Company's Class A Common Stock is listed
on the American Stock Exchange, Inc.
General Terms
Each issued and outstanding share of Common Stock is fully paid and
nonassessable, except as otherwise provided by applicable law of
any state in which the Company holds a certificate of authority to
do business. Under a decision of the Wisconsin Supreme Court that
applies such statute to corporations, such as the Company, licensed
to do business in Wisconsin, the holders of Common Stock are
personally liable for the unpaid wage claims of the Company's
employees, not to exceed six months' service in any one case, as
provided in Section 180.0622(2)(b) of the Wisconsin Statutes and as
such section may be interpreted by a court of law. The Common Stock
has no preemptive or conversion rights nor is it entitled to any
redemption or sinking fund provisions. The rights and preferences
of the Common Stock are subject to the prior rights and privileges
of any Preferred Stock of the Company. The Common Stock and the
Class A Common Stock have identical rights and privileges, except
with respect to the dividend and voting rights and the conversion
rights of the Class A Common Stock, as described below.
Dividend Rights
Subject to the prior rights of any Preferred Stock and any
restriction on dividends in credit and other agreements of the
Company, dividends may be paid on the Class A Common Stock and the
Common Stock as and when declared by the Board of Directors out of
funds legally available therefor. The Company may not pay dividends
on the Class A Common Stock or on the Common Stock (other than
dividends in shares of the Class A Common Stock or Common Stock)
unless full cumulative dividends on any outstanding series of
authorized Preferred Stock have been, or contemporaneously are,
declared and paid for all past dividend periods.
No cash dividend may be paid on the Class A Common Stock unless a
cash dividend at least equal in amount per share is paid
concurrently on the Common Stock. The Company may pay cash
dividends on the Common Stock in excess of dividends paid, or
without paying dividends, on the Class A Common Stock. Stock
dividends may be paid on the Class A Common Stock and the Common
Stock, provided that a dividend of shares of one class of stock may
be paid on that class of stock only if a simultaneous dividend is
paid on the second class of stock, either in shares of the second
class of stock or in shares of the first class of stock, in an
amount equal on a per share basis to the dividend paid on the first
class of stock. The shares of Class A Common Stock or Common Stock
cannot be subdivided or combined unless there is a simultaneous
equivalent subdivision or combination of the shares of the other
class of stock.
Voting Rights
Except for the election and removal of directors and except where a
class vote is required by the Restated Certificate of Incorporation
or applicable Delaware law, the Common Stock votes as a single
class with the Class A Common Stock on all matters which may come
before any meeting of stockholders, with each share of Common Stock
entitled to one-tenth of one vote and each share of Class A Common
Stock entitled to one vote. The Restated Certificate of
Incorporation provides for separate class voting for the approval
of certain actions, such as the amendment of the Restated
Certificate of Incorporation or the merger or consolidation of the
Company, if they adversely affect the rights of stockholders of any
class.
As long as the number of outstanding shares of Common Stock is at
least 10% of the aggregate number of outstanding shares of Class A
Common Stock and Common Stock, the holders of Common Stock are
entitled, as a class, to elect 25% of the Board of Directors
(rounded up to the nearest whole number). As long as the number of
outstanding shares of Class A Common Stock is at least 12.5% of the
aggregate number of outstanding shares of Class A Common Stock and
Common Stock, the holders of Class A Common Stock are entitled, as
a class, to elect the remaining directors, subject to any voting
rights granted in connection with the creation of any series of
authorized Preferred Stock. Under the Restated Certificate of
Incorporation and Delaware law, only holders entitled to vote for
election of a director are entitled to vote on removal of that
director.
If, on the record date for any meeting of stockholders at which
directors are to be elected, the number of outstanding shares of
Common Stock is less than 10% of the aggregate number of
outstanding shares of Class A Common Stock and Common Stock, the
holders of Common Stock do not have the right to elect 25% of the
Board of Directors, and all directors are elected by the holders of
shares of Class A Common Stock and Common Stock voting together as
a single class, subject to any voting rights of any series of
authorized Preferred Stock, provided that, with respect to such
election, the holders of Class A Common Stock will be entitled to
one vote per share and the holders of Common Stock will have one-
tenth of one vote per share.
If, on the record date for any meeting of stockholders at which
directors are to be elected, the number of outstanding shares of
Class A Common Stock is less than 12.5% of the aggregate number of
outstanding shares of Class A Common Stock and Common Stock, the
holders of Common Stock are entitled to elect 25% of the Board of
Directors and all remaining directors are elected by the holders of
all shares of Class A Common Stock (with one vote per share) and
Common Stock (with one-tenth of one vote per share) voting together
as a single class, subject to any voting rights of any series of
authorized Preferred Stock.
Conversion Rights of Class A Common Stock
The Class A Common Stock is convertible at any time, at the option
of the holder, into Common Stock on a share-for-share basis, upon
surrender of stock certificates evidencing such Class A Common
Stock to the Company or its transfer agent, Firstar Trust Company.
Shares of Class A Common Stock are not convertible into any other
securities. Shares of Common Stock are not convertible into Class A
Common Stock or any other securities.
Liquidation Rights
Upon liquidation, subject to the prior rights of any authorized
Preferred Stock which may be issued, the holders of the Class A
Common Stock and the Common Stock are entitled to share pro rata in
any assets of the Company available for distribution to
stockholders after payments of all debts.
Preferred Stock
The Board of Directors has the authority to issue Preferred Stock
from time to time in one or more series without further stockholder
approval. In creating any such series, the Board of Directors is
authorized to fix the designation, number of shares and any voting
rights (provided that, so long as any Common Stock is outstanding,
no authorized Preferred Stock can have more than one vote per share
nor be entitled to vote with the Common Stock in the election of
25% of the Board of Directors), conversion rights, redemption
provisions, dividend rates, liquidation preferences and other
relative, participating, optional or other rights, qualifications,
limitations or restrictions of such series.
ITEM 2: Exhibits
The Common Stock of the Company is to be registered on the New York
Stock Exchange, Inc. on which no other securities of the Registrant
are registered. Accordingly, the following exhibits have been duly
filed with the New York Stock Exchange but, pursuant to Instruction
II as to Exhibits on Form 8-A, are not being filed with the
Commission:
Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1993
Registrant's Form 10-Q Quarterly Report for the fiscal quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994
Definitive Proxy Statement and accompanying Notice with respect to
Registrant's Annual Stockholders' Meeting held on April 13, 1994
Restated Certificate of Incorporation of Registrant
By-laws of Registrant as amended
Specimen of Registrant's Common Stock certificate
Registrant's Annual Report to Shareholders with respect to its
fiscal year ended December 31, 1993
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
A. O. SMITH CORPORATION
By: DONALD M. HEINRICH
Donald M. Heinrich
Vice President-Business Development
Dated: December 5, 1994