angelica8a.htm
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 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Angelica
Corporation
(Exact
name of registrant as specified in its charter)
Missouri
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43-0905260
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(State
of Incorporation)
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(I.R.S.
Employer Identification Number)
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424
South Woods Mill Road
Chesterfield,
Missouri
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63017-3406
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
Title
Of Each Class
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Name
Of Each Exchange On Which
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To Be So
Registered
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Each Class Is To Be
Registered
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|
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Preferred
Stock Purchase Rights
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New
York Stock Exchange
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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), check the following box. ¨
Securities
Act registration statement file number to which this form relates: _____________
(if applicable)
Securities
to be registered pursuant to Section 12(g) of the Act: None
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description
of Registrant's Securities to be Registered.
Item 1 of
the Registration Statement is hereby amended by inserting a paragraph after the
fourth paragraph that reads as follows:
Notwithstanding
the foregoing, no separate Rights Certificate will be issued by virtue of (i)
the Company entering into the Agreement and Plan of Merger, dated May 22, 2008,
with Clothesline Holdings, Inc. and Clothesline Acquisition Corporation (“Merger
Agreement”) or (ii) Clothesline Holdings, Inc. entering into the Voting
Agreement, dated May 22, 2008, with Steel Partners II, L.P. (the "Voting
Agreement"). Neither Clothesline Holdings, Inc or any of its subsidiaries will
be deemed to be an Acquiring Person under the Rights Agreement by virture of
entering into the Merger Agreement or the Voting Agreement or by the
transactions contemplated thereby. A Stock Acquisition Date or
Distribution Date will not be deemed to have occurred as a result of the
approval, execution, delivery or performance of the Merger Agreement or the
Voting Agreement or the transactions contemplated thereby. Nothing in
the Rights Agreement will be construed to give the holder of any Rights (and,
prior to the Distribution Date, registered holders of Common Stock) or any other
person any legal or equitable rights remedies, or claims under the Rights
Agreement as a result of the approval, execution, delivery or performance of the
Merger Agreement or the Voting Agreement or the transactions contemplated
thereby.
Item 1 is
also amended by deleting the second sentence of the current fifth paragraph of
Item 1, which currently reads as follows, “The Rights will expire on September
7, 2008.”, and substituting therefor the following, “The Rights Agreement and
the Rights will terminate in all respects immediately prior to the effective
time of the merger as specified in the Merger Agreement.”
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Agreement and
Plan of Merger, dated as of May 22,
2008, by and among Angelica Corporation.,
Clothesline Holdings, Inc. and Clothesline Acquisition Corporation
(incorporated by reference from Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on
May 23, 2008).
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4.1
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Rights
Agreement dated as of August 27, 1998, between Angelica Corporation and
UMB Bank, N.A., which includes as Exhibit A, the Certificate of
Designation, Preferences and Rights of Class B Series 2 Junior
Participating Preferred Stock, as Exhibit B, the Form of Rights
Certificate, and as Exhibit C, the Summary of Preferred Stock Purchase
Rights (incorporated by reference from Exhibit 1 to the Company’s
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on August 28, 1998).
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Amendment
No. 1 to Rights Agreement, dated as of August 30, 2006, between Angelica
Corporation and UMB Bank, N.A., (incorporated by reference from Exhibit
4.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on September 5,
2006).
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4.3
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Amendment
No. 2 to Rights Agreement, dated as of September 19, 2006, between
Angelica Corporation and UMB Bank, N.A., (incorporated by reference from
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 22,
2006).
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4.4
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Amendment
No. 3 to Rights Agreement, dated as of May 22, 2008, between Angelica
Corporation and Computershare Trust Company, N.A., (incorporated by
reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 23,
2008).
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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.
ANGELICA
CORPORATION
Dated:
May 23,
2008 /s/ Steven L.
Frey
Steven L.
Frey
Vice
President, General Counsel and Secretary