FORM 8A-12B
 
 
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
The J. M. Smucker Company
 
(Exact Name of Registrant as Specified in Its Charter)
     
Ohio   34-0538550
     
(State of Incorporation or Organization)   (I.R.S. Employer
Identification No.)
     
One Strawberry Lane
Orrville, Ohio
  44667-0280
     
(Address of Principal Executive Offices)   (Zip Code)
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
     
     
Rights to Purchase Preferred Shares   New York Stock Exchange
     
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
 
   
 
  (If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
 
(Title of class)
 
 

 


 

Item 1. Description of Registrant’s Securities to be Registered
     On May 20, 2009, the Directors of The J. M. Smucker Company (the “Company”) declared a dividend distribution of one right for each common share, without par value (the “Common Shares”), of the Company outstanding at the close of business on June 2, 2009 (the “Record Date”), pursuant to the terms of a Rights Agreement, dated as of May 20, 2009 (as it may be amended from time to time, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., 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 as Exhibit 4.1 hereto and incorporated herein by this reference.
Item 2. Exhibits
     
Number   Description
 
   
4.1
  Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent

 


 

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.
         
  THE J. M. SMUCKER COMPANY
 
 
  By:   /s/ M. Ann Harlan    
    Name:   M. Ann Harlan   
    Title:   Vice President and General Counsel   
 
Date: May 20, 2009

 


 

EXHIBIT INDEX
     
Number   Description
 
   
4.1
  Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent