UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEWELL RUBBERMAID INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-3514169
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
10 B Glenlake Parkway
Suite 300
Atlanta, Georgia 30328
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(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), check the following box. [X]
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.
[ ]
Securities Act registration statement file number to which this
form relates: 001-09608 (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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Common Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of class)
EXPLANATORY NOTE
This Form 8-A/A amends and restates the Registration Statement on
Form 8-A/A dated October 27, 2003, filed by Newell Rubbermaid Inc.
(the "Company") with respect to the Common Stock Purchase Rights
issued pursuant to the Rights Agreement dated as of August 6, 1998, as
amended as of September 29, 2003. As of August 22, 2006, the Company
and Computershare Investor Services, LLC entered into a Second
Amendment to the Rights Agreement to appoint Computershare Investor
Services, LLC as the Rights Agent under the Rights Agreement, which is
filed as Exhibit 4.3 hereto and is incorporated herein by reference.
The Rights Agreement, as amended through the date hereof, is referred
to as the "Rights Agreement."
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On August 6, 1998, the Board of Directors of Newell Rubbermaid
Inc. (the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock, $1.00 par value (the "Common
Stock"), of the Company to the stockholders of record on October 31,
1998 (the "Record Date"). Each Right entitles the registered holder
to purchase from the Company one share of Common Stock at a price of
$200.00 per share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement between the Company and First Chicago Trust Company of New
York, which was amended, effective September 29, 2003, to remove First
Chicago Trust Company of New York as Rights Agent and to appoint The
Bank of New York as the Rights Agent, and which was further amended,
effective August 22, 2006, to remove The Bank of New York as Rights
Agent and to appoint Computershare Investor Services, LLC as the new
Rights Agent. The Rights replaced the share purchase rights which
were initially distributed to the Company's stockholders by a dividend
in 1988 and which expired by their own terms on October 31, 1998.
Until the earlier to occur of (i) the tenth business day after a
public announcement that a person or group of affiliated or associated
persons acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock of
the Company (such person or group being called an "Acquiring Person"
and such date of first public announcement being called the "Stock
Acquisition Date"), or (ii) the tenth business day after the
commencement or announcement of an intention to make a tender offer or
exchange offer which would result in any person or group of affiliated
or associated persons becoming an Acquiring Person (the earlier of
such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Company's Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate with a copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Company's Common
Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after
the Record Date upon transfer or new issuance of the Company's Common
Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or
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expiration of the Rights), the surrender for transfer of any of the
Company's Common Stock certificates outstanding as of the Record Date
will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights ("Rights Certificates") will be mailed to holders of record of
the Company's Common Stock as of the close of business on the
Distribution Date and, thereafter, such separate Rights Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on October 31, 2008, unless earlier redeemed by the
Company as described below.
The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of the Common Stock, (ii) upon the grant to
holders of Common Stock of certain rights, options or warrants to
subscribe for shares of Common Stock or convertible securities at less
than the current market price of the Common Stock or (iii) upon the
distribution to holders of Common Stock of evidences of indebtedness
or assets (excluding (a) a regular periodic cash dividend or (b) a
dividend payable in Common Stock) or of subscription rights, options
or warrants (other than those referred to above).
In the event that a person becomes the beneficial owner of 15% or
more of the outstanding shares of Common Stock (i.e., becomes an
Acquiring Person), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will be void), will
have the right to receive upon exercise thereof, that number of shares
of Common Stock having a market value of two times the exercise price
of the Right (such right being called the "Flip-In" right).
In the event that, on or after the Stock Acquisition Date, the
Company were acquired in a merger or other business combination, or
50% or more of its assets or earning power were sold, proper provision
shall be made so that each holder of a Right shall thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have
a market value of two times the exercise price of the Right. In the
event that the Company were the surviving corporation in a merger
involving the Acquiring Person and the Common Stock were not changed
or exchanged, proper provision shall be made so that each holder of a
Right, other than Rights beneficially owned by the Acquiring Person
(which will be void), will thereafter have the right to receive upon
exercise that number of shares of the Common Stock having a market
value of two times the exercise price of the Right (such right being
called the "Flip-Over" right). The holder of a right will no longer
have a Flip-Over right if, and to the extent that, he has exercised
his Flip-In right.
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With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractional shares will be issued
and, in lieu thereof, a cash payment will be made based on the market
price of the Common Stock on the last trading date prior to the date
of exercise.
At any time prior to the time that there is an Acquiring Person,
the Company may, at its option, redeem the Rights in whole but not in
part, at a price of $.001 per Right (the "Redemption Price").
Immediately upon the authorization of the redemption of the Rights by
the Board of Directors of the Company, the Rights will terminate and
the only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Board of Directors of the Company may amend the Rights
Agreement at any time prior to the time that there is an Acquiring
Person, provided that no amendment may adversely affect the interests
of the holders of the Rights.
One Right was distributed to shareholders of the Company for each
share of Common Stock owned of record by them as of the close of
business on October 31, 1998 and for each additional share of Common
Stock that has become outstanding since that date. Until the
Distribution Date, the Company will continue to issue one Right with
each share of Common Stock that shall become outstanding so that all
shares of Common Stock will have attached Rights. As of July 31,
2006, there were 276,935,358 (exclusive of treasury shares) shares of
Common Stock issued and outstanding.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved in advance by the Board of
Directors of the Company. The Rights should not interfere with any
merger or other business combination approved by the Board of
Directors prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the Common Stock, since until
such time the Rights may be redeemed by the Company at $.001 per
Right.
The initial dividend distribution of the Rights was not taxable to
the Company or its shareholders. The Rights were not dilutive and did
not affect reported earnings per share. The Company received no
proceeds from the issuance of the Rights as a dividend.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights Agreement, which specifies the terms of the Rights and
includes the form of Rights Certificate and the Summary of Rights, is
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attached hereto as an exhibit and incorporated herein by reference. A
copy of the Rights Agreement is available free of charge from the
Company. The foregoing description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the
Rights Agreement.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Rights Agreement dated as of August 6, 1998 between
Newell Co. and First Chicago Trust Company of New York,
as Rights Agent (incorporated by reference to Exhibit 1
to the Registrant's Registration Statement on Form 8-A
dated August 28, 1998, File No. 001-09608).
4.2 First Amendment to Rights Agreement dated as of
September 29, 2003 between Newell Rubbermaid Inc. and
The Bank of New York, as Rights Agent (incorporated by
reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form 8-A/A dated October 27,
2003, File No. 001-09608).
4.3 Second Amendment to Rights Agreement dated as of August
22, 2006 between Newell Rubbermaid Inc. and
Computershare Investor Services, LLC, as Rights Agent.
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SIGNATURES
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.
Dated: August 22, 2006
NEWELL RUBBERMAID INC.
By: /s/ Dale L. Matschullat
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Name: Dale L. Matschullat
Title: Vice President - General
Counsel & Corporate Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Rights Agreement dated as of August 6, 1998 between
Newell Co. and First Chicago Trust Company of New York,
as Rights Agent (incorporated by reference to Exhibit 1
to the Registrant's Registration Statement on Form 8-A
dated August 28, 1998, File No. 001-09608).
4.2 First Amendment to Rights Agreement dated as of
September 29, 2003 between Newell Rubbermaid Inc. and
The Bank of New York, as Rights Agent (incorporated by
reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form 8-A/A dated October 27,
2003, File No. 001-09608).
4.3 Second Amendment to Rights Agreement dated as of August
22, 2006 between Newell Rubbermaid Inc. and
Computershare Investor Services, LLC, as Rights Agent.
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