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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NN, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-1096725
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2000 Waters Edge Drive, Johnson City, Tennessee37604
(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. | __ |
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: Not 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
------------------- ------------------------------
None -----
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
INFORMATION REQUIRED IN REGISTRATION STATEMENT
NN, Inc. (the "Company") hereby amends the following items, exhibits or
other portions of its Form 8-A filed on February 28, 1994.
Item 1. Description of Registrant's Securities to be Registered.
NN, Inc.'s (the "Company") authorized common stock consists of 45 million
shares, $.01 par value per share. As of November 13, 2002, there were 15,367,773
shares of common stock issued and outstanding. On August 26, 2002, the Company
filed a registration statement on Form S-3 with the Securities and Exchange
Commission using a "shelf" registration process. Under the shelf registration
process, the Company may, from time to time, offer and sell shares of common
stock in one or more offerings up to a total dollar amount of $36,000,000.
Voting Rights. Each share of common stock is entitled to one vote on all
matters submitted to a vote of the Company's stockholders, including the
election of directors. Holders of shares of the Company's common stock have no
cumulative voting rights. Therefore, the holders of a majority of the shares of
common stock voted in an election of directors can elect all of the directors
then standing for election, subject to any rights of the holders of any
preferred stock that may be outstanding in the future. Directors are divided
into three classes. Each year the terms of the members of a different class of
directors expire and the directors for that class are elected to three-year
terms.
Dividends. Holders of shares of common stock are entitled to receive
dividends, if, as and when such dividends are declared by the Company's Board of
Directors out of assets legally available therefor, after payment of any
dividends required to be paid on shares of preferred stock that may be
outstanding in the future.
Liquidation. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company after payment of any
debts and other liabilities and making provision for the holders of preferred
stock that may be outstanding in the future the Company's remaining assets will
be distributed among the holders of the Company's common stock.
Preferred Stock. The Company's Board of Directors has authority to issue
preferred stock in one or more series and to establish the rights and
restrictions granted to or imposed on any unissued shares of preferred stock and
to fix the number of shares constituting any series, without any further vote or
action by the Company's stockholders. The Board of Directors has the authority,
without approval of the Company's stockholders, to issue preferred stock that
has voting, dividend and conversion rights superior to the Company's common
stock, which could have the effect of deterring, delaying or preventing a change
in control. There are no shares of the Company's preferred stock outstanding.
Other Provisions of Certificate of Incorporation and Bylaws. The Company's
Bylaws provide that special meetings of stockholders may only be called by the
Chairman of the Board or by a majority of the "whole Board" (the total number of
directors not including vacancies). Stockholders are not permitted to call a
special meeting or to require that the Board call a special meeting of
stockholders. Amendments to certain of the provisions of the Company's
Certificate
of Incorporation and Bylaws must be approved by the holders of at least 66 2/3%
of the Company's outstanding voting stock.
Item 2. Exhibits
1. Restated Certificate of Incorporation of the Company.
(incorporated by reference to Exhibit 3.1 of Company's
Registration Statement on Form S-3 filed June 6, 2002)
2. Restated By-Laws of the Company. (incorporated by reference to
Exhibit 3.2 of Company's Registration Statement on Form S-3
filed June 6, 2002)
3. The specimen certificate representing the Company's Common
Stock, par value $0.01 per share. (incorporated by reference
to Exhibit 4.1 of Company's Registration Statement on Form S-3
filed June 6, 2002)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
NN, INC.
By: /s/ Roderick R. Baty
-----------------------------------------
Roderick R. Baty
Chairman, Chief Executive Officer and
President
Date: November 22, 2002
Dates Referenced Herein and Documents Incorporated by Reference
