Mercer International Inc – ‘8-A12G’ on 12/31/03

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  6     20K 

Document Table of Contents

8-A12G
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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 (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 MERCER INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)

WASHINGTON                                91-6087550    
(State of incorporation                      (I.R.S.  Employer        
or  organization)                        Identification  No.)   

 14900 INTERURBAN AVENUE SOUTH, SUITE 282, SEATTLE, WA 98168
 (Address of office)

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

N/A                                N/A    
  -------------------------     ------------------------------------
  -------------------------     ------------------------------------
  -------------------------     ------------------------------------

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. [ ]                            

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. [X]                            

Securities  Act  registration  statement file number to which this form relates:
N/A    (if  applicable)                                                   
---------                                                                       

Securities  to  be  registered  pursuant  to  Section  12(g)  of  the  Act:     

    Preferred  Stock  Purchase  Rights
--------------------------------------------------------------------------------
(Title of class)

8-A12G
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ITEM  1.     DESCRIPTION  OF  REGISTRANT'S  SECURITIES  TO  BE  REGISTERED      

On  November  11,  2003,  the  board  of  trustees  (the  "Board")  of  Mercer  
International  Inc.  ("Mercer"  or  the  "Company")  authorized  and  declared a
dividend  of  one  preferred  stock purchase right (a "Right") for each share of
beneficial  interest  of  Mercer  (the  "Common  Stock").  On December 23, 2003,
Mercer  announced  that  it  had  entered  into  a shareholder protection rights
agreement  (the  "Rights Agreement") with Computershare Trust Company of Canada,
as rights agent, to replace the shareholder protection rights agreement expiring
on  December  31,  2003.  In  connection  therewith,  the Company authorized the
issuance of one Right in respect of each share of Common Stock outstanding as of
the  close  of  business  on  December  31, 2003 (the "Record Date") and further
authorized  and directed the issuance of one Right with respect to each share of
Common  Stock  that  shall  become  outstanding  between the Record Date and the
earlier  of  the  Distribution  Date, described below, and the expiration of the
Rights,  and,  in  certain circumstances, after the Distribution Date. After the
Distribution  Date,  each Right entitles the holder thereof to purchase from the
Company  one one-hundredth (1/100) of a share of the Company's Series A junior  
participating  preferred stock, with economic terms similar to that of one share
of  Common  Stock,  at  an  initial exercise price of $75.00, subject to certain
adjustments  set  forth  in  the  Rights  Agreement.  The  Rights  will  become 
exercisable  only  upon the occurrence of certain events described in the Rights
Agreement.                                                                      

THE  FOLLOWING  SUMMARY  OF THE RIGHTS AGREEMENT IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE  TO  THE FULL TEXT OF THE RIGHTS AGREEMENT, A COPY OF WHICH IS ON FILE
WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION,  AND  THE  RIGHTS AGREEMENT IS
INCORPORATED  BY  REFERENCE  HEREIN.                                            

DISTRIBUTION  AND  TRANSFER  OF  RIGHTS;  RIGHTS  CERTIFICATES                  

On  November  11,  2003,  the  Board  declared  a dividend of one Right for each
outstanding  share  of  Common  Stock.  Before  the Distribution Date, described
below,  the  Rights  will  be  evidenced  by and trade with the certificates for
Common  Stock.  After  the  Distribution  Date,  if any, Mercer will mail Rights
certificates  to  its shareholders and the Rights will become transferable apart
from  the  Common  Stock.                                                       

DISTRIBUTION  DATE                                                              

The  Rights will separate from the Common Stock and become exercisable following
the earlier of the close of business on the tenth day (or such later date as may
be  determined  by a majority of the Board) after a person or group (i) acquires
beneficial  ownership  of  15%  or more of the aggregate of Mercer's outstanding
Common  Stock  and Common Stock issuable upon conversion of Mercer's outstanding
8.5% Convertible Senior Subordinated Notes due 2010 (the "Notes") as if the then
outstanding  Notes had been fully converted (the "Issuable Note Shares") or (ii)
announces  a tender or exchange offer for Mercer's outstanding Common Stock that
could  result in the offeror becoming the beneficial owner of 15% or more of the
aggregate  of the outstanding Common Stock and Issuable Note Shares (the earlier
of  such  dates  being  the  "Distribution  Date").                             

PREFERRED  STOCK  PURCHASABLE  UPON  EXERCISE  OF  RIGHTS                       

After the Distribution Date, each Right will entitle the holder to purchase, for
$75.00  (the  "exercise  price"), one one-hundredth (1/100) of a share of Mercer
Series  A  junior  participating  preferred stock with economic terms similar to
that  of  one  share  of  Mercer  Common  Stock.                                

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FLIP-IN                                                                         

If  an  acquiror becomes the beneficial owner of 15% or more of the aggregate of
Mercer's  outstanding  Common  Stock  and Issuable Note Shares (thus becoming an
"Acquiring Person"), then each Right (other than Rights beneficially owned by an
Acquiring Person or its affiliates) will entitle the holder to purchase, for the
exercise  price,  that  number  of  shares  of  Mercer  Common  Stock  having  a
then-current  market  value  of  two  times  the  exercise  price.              

FLIP-OVER                                                                       

In certain circumstances, if, after the Shares Acquisition Date (defined below),
(a)  Mercer  merges  into  another  entity,  (b) an acquiring entity merges into
Mercer  or  (c)  Mercer sells more than 50% of its assets or earning power, then
each  Right  (other than Rights beneficially owned by an Acquiring Person or its
affiliates)  will  entitle  the  holder  to  purchase, for the exercise price, a
number  of  shares  of the capital stock (with the greatest voting power) of the
person  engaging  in the transaction having a then-current market               

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value  of twice the exercise price. However, such Rights will not be exercisable
in  the  case  of  a  transaction  described  in  (a)  or (b) above, if (i) such
transaction  involves  a  tender  or  exchange  offer for all of the outstanding
Common Stock at a price and on terms determined by a majority of the Board to be
fair  to  Mercer's  shareholders  and otherwise in the best interests of Mercer,
(ii)  the per share price offered in such transaction is not less than the price
paid  to  all  holders  of  Common  Stock  purchased  pursuant to such tender or
exchange  offer,  and  (iii)  the form of consideration offered to the remaining
holders of Common Stock under such transaction is the same form of consideration
paid  pursuant  to  such  offer.                                                

EXCHANGE  PROVISIONS                                                            

After any person or group becomes an Acquiring Person but before the acquisition
of  Mercer or 50% or more of its assets or earning power, the Board may elect to
exchange  each  Right  (other  than  Rights  that  have become null and void and
nontransferable  as  described  above) for consideration per Right consisting of
one-half  of the number of shares of Common Stock that would be issuable at such
time  upon  the exercise of one Right and without payment of the exercise price.

REDEMPTION  OF  RIGHTS                                                          

The  Rights will be redeemable at the Company's option for $0.001 per Right (the
"Redemption  Price")  at any time on or before the tenth day (or such later date
as  may be determined by a majority of the Board) after public announcement that
a  person  has  acquired beneficial ownership of 15% or more of the aggregate of
the  Company's  then  outstanding  Common  Stock  and  Issuable Note Shares (the
"Shares  Acquisition  Date").                                                   

EXPIRATION  OF  RIGHTS                                                          

The  Rights  are  not exercisable until the Distribution Date and will expire on
December  31,  2005,  unless  earlier  redeemed  or  exchanged  by  Mercer.     

AMENDMENT  OF  TERMS  OF  RIGHTS                                                

The  terms of the Rights and the Rights Agreement may be amended in any respect,
without  the  approval  of  any  holder  of  the  Rights, at any time before the
Distribution  Date,  subject  to  certain  restrictions.                        

VOTING  RIGHTS                                                                  

Until  a  Right is exercised, the holder will have no rights as a shareholder of
Mercer,  including,  without limitation, the right to vote or receive dividends.

ANTIDILUTION  PROVISIONS                                                        

In  order  to preserve the actual or potential economic value of the Rights, the
number  of  shares  of  Series  A  junior participating preferred stock or other
securities issuable upon exercise of a Right, the exercise price, the Redemption
Price  and the number of Rights associated with each outstanding share of Common
Stock  are  all  subject  to  adjustment  by  the  Board,  pursuant to customary
antidilution  provisions.                                                       

TAXES                                                                           

Distribution  of the Rights should not be a taxable event for federal income tax
purposes.  Following  an  event  that  renders  the  Rights  exercisable or upon
redemption  of  the  Rights,  shareholders  may  recognize  taxable  income.    

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ITEM  2.     EXHIBITS                                                           

EXHIBIT  NO.     DESCRIPTION                                                    
------------     -----------                                                    

    4.1         Rights  Agreement dated as of December 23, 2003 between Mercer
                International Inc.  and Computershare Trust Company of Canada.
                Incorporated by reference to  the  Company's  Form  8-K  dated
                December 23, 2003  filed  with  the  Securities  and  Exchange
Commission.                                   

8-A12G
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 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,  thereunto  duly  authorized.                

MERCER  INTERNATIONAL  INC.                                                     

/s/  David  M.  Gandossi                                              
------------------------------------                                            
David  M.  Gandossi                                                             
Secretary                                                                       

Dated:  December  31,  2003                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		12/31/05		4
Filed on:		12/31/03		2		6			10-K,  5
		12/23/03		2		5			10-K/A,  8-K
		11/11/03		2
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