Amended Securities Registration (section 12(b)) (8-a12b/a)
02 Luglio 2020 - 11:40PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN AXLE & MANUFACTURING HOLDINGS,
INC.
(Exact name of registrant as specified
in its charter)
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Delaware
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38-3161171
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Dauch Drive
Detroit, Michigan
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48211-1198
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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
to be so registered
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Name
of each exchange on which
each class is to be registered
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Series A Junior Participating
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) or (e), check the following box. ☒
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) or (e), check the
following box. ☐
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering
statement file number to which this form relates:
Not Applicable
Securities to be registered pursuant to Section 12(g) of
the Act: None
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
INTRODUCTORY COMMENT
This Amendment No.
1 amends and supplements the Registration Statement on Form 8-A filed by American Axle & Manufacturing Holdings, Inc. (the
“Company”) on September 19, 2003, as amended and superseded by the Company by the Form 8-A filed by the Company
on October 21, 2003.
Item 1. Description of Registrant’s Securities
to be Registered.
Item 1 is amended and supplemented by adding
the following:
On September 15, 2003,
the Company entered into the Rights Agreement (the “Initial Rights Agreement”) with EquiServe Trust Company,
N.A. The Initial Rights Agreement was subsequently amended and restated on October 3, 2009 in the Amended and Restated Rights Agreement
with Computershare Trust Company, N.A. (the “Amended and Restated Rights Agreement”). The Amended and Restated
Rights Agreement was itself amended and restated on February 8, 2011 in the Second Amended and Restated Rights Agreement (the “Second
Amended and Restated Rights Agreement”) with Computershare Trust Company, N.A. The Second Amended and Restated Rights
Agreement established the Final Expiration Date (as defined in the Second Amended and Restated Rights Agreement) of the Rights
on September 15, 2013. As a result, the Rights expired and the Second Amended and Restated Rights Agreement was effectively terminated
as of September 15, 2013.
On July 2, 2020, pursuant
to Section 151(g) of the Delaware General Corporation Law, the Company caused a Certificate of Elimination of the Series A Preferred
Stock (the “Certificate of Elimination”) to be executed and filed with the Secretary of State of the State of
Delaware to eliminate the Series A Preferred Stock from the Company’s Certificate of Incorporation, as amended, and, thereafter,
all one hundred thousand (100,000) shares of Series A Preferred Stock designated resume the status of authorized and unissued shares
of preferred stock, par value $0.01 per share, of the Company. A copy of the Certificate of Elimination is filed as Exhibit 4.4
to this Registration Statement on Form 8-A/A and is incorporated herein by reference.
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Item 2. Exhibits
Exhibit
No.
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Description
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4.1
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Rights Agreement, dated as of September 15, 2003, between the American Axle & Manufacturing Holdings, Inc. and EquiServe Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A filed September 19, 2003 (File No. 000-50396))
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4.2
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Amended and Restated Rights Agreement, dated as of October 30, 2009, between American Axle & Manufacturing Holdings, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed November 2, 2009 (File No. 001-14303))
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4.3
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Second Amended and Restated Rights Agreement, dated as of February 8, 2011, between American Axle & Manufacturing Holdings, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed February 8, 2011 (File No. 001-14303))
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4.4
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Certificate of Elimination of the Series A Junior Participating Preferred Stock of American Axle & Manufacturing Holdings, Inc. filed with the Secretary of State of the State of Delaware on September 23, 2003
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3
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
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By:
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/s/ David E. Barnes
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Name:
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David E. Barnes
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Title:
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Vice President, General Counsel & Secretary
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Date: July 2, 2020
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