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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
Commission File Number 1-7635
TWIN DISC, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Wisconsin 39-0667110
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1328 Racine Street, Racine, Wisconsin 53403
(Address of Principal Executive Office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which
To be registered each class is to be registered
__________NONE_____________ ____________NONE______________
___________________________ ______________________________
___________________________ ______________________________
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), check the following. ___
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.(c), check the following. _X_
Securities Act registration statement file number to which this form relates:
_Not Applicable_ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
___________________Common Stock (no par value)_________________________
(Title of Class)
_________________Preferred Stock Purchase Rights_______________________
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of the Company consists of 15,000,000 shares
of Common Stock, no par value, and 200,000 shares of Preferred Stock, no par
value.
The following is a summary of the Company's capital stock. Further detail
can be obtained from the Company's Articles of Incorporation and Bylaws which
are filed as exhibits to this Form 8-A. The Company is incorporated in the
state of Wisconsin.
COMMON STOCK
The Company has issued 3,643,630 shares of common stock, __________ of
which are currently held in treasury. Holders of Common Stock are entitled to
one vote per share on any issue submitted to a vote of the stockholders and do
not have cumulative voting rights. All shares of Common Stock are entitled to
share equally in such dividends as the Board of Directors of the Company may,
in its discretion, declare. Upon dissolution, liquidation, or winding up of
the Company, holders of Common Stock are entitled to receive on a ratable
basis, after payment or provision for payment of all debts and liabilities of
the Company and any preferential amount due with respect to outstanding shares
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of Preferred stock, all assets of the Company available for distribution, in
cash or in kind. Holders of shares of Common Stock do not have preemptive or
other subscription rights, conversion or redemption rights, or any rights to
share in any sinking fund. All currently outstanding shares of Common Stock are
fully paid and nonassessable. However, Section 180.0622(2)(b) of the Wisconsin
Statutes provides, in part, that shareholders of a Wisconsin corporation are
personally liable for all debts owing to employees of the corporation for
services performed for such corporation, but not exceeding six months' service
in any one case.
The Bylaws provide that the Company's Board of Directors will consist of
ten directors, divided into three classes of three, three and four directors.
Directors serve for three years, with three directors elected at each of two
annual meetings of shareholders in a three-year cycle, and four directors
elected at the third annual meeting of shareholders in the three-year cycle.
Currently, there are ten directors, seven of whom are independent directors.
The Bylaws provide that any vacancies may be filled until the next succeeding
election of directors by the affirmative vote of a majority of the remaining
directors. A vacancy resulting from an increase in the number of directors also
may be filled by action of the Board of Directors.
PREFERRED STOCK
The Company is authorized to issue 200,000 shares of preferred stock, none
of which have been issued.
Pursuant to the Company's Articles of Incorporation, the Board of
Directors, from time to time, may authorize the issuance of shares of Preferred
Stock in one or more series. Each such series may differ from every other
series in any or all of the following, but not in other respects:
a) The rate of dividend which the preferred stock of any such series
shall be entitled to receive;
b) The price at and the terms and conditions upon which such shares may be
redeemed;
c) The amount payable upon such shares in the event of voluntary or
involuntary liquidation;
d) Sinking fund provisions for the redemption or purchase of such shares;
e) Terms and conditions upon which such shares may be converted into
shares of common stock, if the shares of any series are issued with the
privilege of conversion.
Holders of common stock and preferred stock of the Company shall be
entitled to one vote for each share held, on all questions on which
shareholders of the Corporation are entitled to vote.
No stockholder authorization is required for the issuance of shares of
preferred stock unless imposed by then applicable law. Shares of preferred
stock may be issued for any general corporate purposes, including
acquisitions.
The Company has designated 50,000 shares of the preferred stock for the
purpose of the Shareholder Rights Plan.
Shareholder Rights Plan (Preferred Stock Purchase Rights)
In 1998, the Company's Board of Directors established a Shareholder Rights
Plan. Pursuant to the shareholder rights plan (the "Rights Plan"), on April 17,
1998, the Board of Directors declared a dividend distribution, payable to
shareholders of record at the close of business on June 30, 1998, of one
Preferred Stock Purchase Right ("Rights") for each outstanding share of Common
Stock. The Rights will expire 10 years after issuance, and will be exercisable
only if a person or group becomes the beneficial owner of 15% or more of the
Common Stock (or 25% in the case of any person or group which currently owns
15% or more of the shares or who shall become the Beneficial Owner of 15% or
more of the shares as a result of any transfer by reason of the death of or by
gift from any other person who is an Affiliate or an Associate of such existing
holder or by succeeding such a person as trustee of a trust existing on the
record date) (an "Acquiring Person"), or 10 business days following the
commencement of a tender or exchange offer that would result in the offeror
beneficially owning 25% or more of the Common Stock. A person who is not an
Acquiring Person will not be deemed to have become an Acquiring Person solely
as a result of a reduction in the number of shares of Common Stock outstanding
due to a repurchase of Common Stock by the Company until such person becomes
beneficial owner of any additional shares of Common Stock. Each Right will
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entitle shareholders who received the Rights to buy one newly issued unit of
one one-hundredth of a share of Series A Junior Preferred Stock at an exercise
price of $160, subject to certain anti-dilution adjustments. The Company will
generally be entitled to redeem the Rights at $.05 per Right at any time prior
to 10 business days after a public announcement of the existence of an
Acquiring Person. In addition, if (i) a person or group accumulates more than
25% of the Common Stock (except pursuant to an offer for all outstanding shares
of Common Stock which the independent directors of the Company determine to be
fair to and otherwise in the best interests of the Company and its shareholders
and except solely due to a reduction in the number of shares of Common Stock
outstanding due to the repurchase of Common Stock by the Company), (ii) a
merger takes place with an Acquiring Person where the Company is the surviving
corporation and its Common Stock is not changed or exchanged, (iii) an
Acquiring Person engages in certain self-dealing transactions, or (iv) during
such time as there is an Acquiring Person, an event occurs which results in
such Acquiring Person's ownership interest being increased by more than 1%
(e.g., a reverse stock split), each Right (other than Rights held by the
Acquiring Person and certain related parties which become void) will represent
the right to purchase, at the exercise price, Common Stock (or in certain
circumstances, a combination of securities and/or assets) having a value of
twice the exercise price. In addition, if following the public announcement of
the existence of an Acquiring Person the Company is acquired in a merger or
other business combination transaction, except a merger or other business
combination transaction that takes place after the consummation of an offer for
all outstanding shares of Common Stock that the independent directors of the
Company have determined to be fair, or a sale or transfer of 50% or more of the
Company's assets or earning power is made, each Right (unless previously
voided) will represent the right to purchase, at the exercise price, common
stock of the acquiring entity having a value of twice the exercise price at the
time.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being
acquired. However, the Rights are not intended to prevent a take-over,
but rather are designed to enhance the ability of the Board of Directors to
negotiate with an acquirer on behalf of all of the shareholders. In addition,
the Rights should not interfere with a proxy contest.
The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company at $.05 per Right prior to 10 business days after the public
announcement of the existence of an Acquiring Person.
Item 2. Exhibits.
3.1 Restated Articles of Incorporation (Incorporated by reference to
Exhibit 3(a) of the Company's Form 10-K for the year ended June 30,
2004, SEC File No. 001-076335)
3.2 Restated Bylaws of Twin Disc, Incorporated (As amended July 30, 2004)
(Incorporated by reference to Exhibit 3(b) of the Company's Form 10-K
for the year ended June 30, 2004, SEC File No. 001-07635)
4(a) Form of Common Stock Certificate of the Company*
4(b) Form of Rights Agreement dated as of April 17, 1998 by and between the
Company and the Firstar Trust Company, as Rights Agent, with Form of
Rights Certificate. (Incorporated by reference to Exhibit 6(a) of the
Company's Form 10-Q dated May 4, 1998, SEC File No. 001-07635)
4(c) Announcement of Shareholder Rights Plan per news release dated
April 17, 1998. (Incorporated by reference to Exhibit 6(a) of the
Company's Form 10-Q dated May 4, 1998, SEC File No. 001-07635)
* Filed Herewith
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.
October 15, 2004 Twin Disc, Incorporated
/s/ Christopher J. Eperjesy
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Christopher J. Eperjesy
Vice President- Finance & Treasurer
Chief Financial Officer