Argan Inc – ‘8-A12G’ on 6/3/99

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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      8-A                                                    7     25K 
 2: EX-1        Underwriting Agreement                                59    224K 

8-A12G   —   8-A
Document Table of Contents

8-A12G
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    SECURITIES AND EXCHANGE COMMISSION

   Washington, D.C.  20569

   ---------------------

    FORM 8-A

   FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
   PURSUANT TO SECTION 12(b) OR (g) OF THE
   SECURITIES AND EXCHANGE ACT OF 1934

     PUROFLOW INCORPORATED
------------------------------------------------------------------------------- 
    (Exact name of registrant as specified in its charter)

    Delaware                                      13-1947195
---------------------------------------        -------------------------------- 
(State of Incorporation or Organization)       (IRS Employer Identification No.)

16559 Saticoy Street                                                            
Van Nuys, California                                       91406-1739           
---------------------------------------         --------------------------------
(Address of principal executive offices)                    (Zip Code)          

   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:

     PREFERRED STOCK PURCHASE RIGHTS
   -----------------------------------------------------------------

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Item 1.   Description of Securities to be Registered.                           

       On May 28, 1999, , the Board of Directors of Puroflow Incorporated,
a Delaware corporation (the "Corporation"), declared a dividend distribution    
of one preferred share purchase right (a "RIGHT") for each outstanding share    
of Common Stock, par value $.01 per share (the "COMMON SHARES"), of the         
Corporation. The dividend is payable to the stockholders of record as of 5:00   
P.M., Eastern Standard Time, on June 7, 1999 (the "RECORD DATE"), and with      
respect to Common Shares issued thereafter until the Distribution Date (as      
defined below) and, in certain circumstances, with respect to Common Shares     
issued after the Distribution Date. Except as set forth below, each Right,      
when it becomes exercisable, entitles the registered holder to purchase from    
the Corporation one one-thousandth of a share of Series A Junior                
Participating Preferred Stock, par value $.10 per share (the "PREFERRED         
SHARES") at a price of $5.00 per one one-thousandth of a Preferred Share (the   
"PURCHASE PRICE"), subject to adjustment. The description and terms of the      
Rights are set forth in the Rights Agreement.                                   

Initially, the Rights will be attached to all certificates  
representing Common Shares then outstanding, and no separate Right              
Certificates (as hereinafter defined) will be distributed. The Rights will      
separate from the Common Shares on the earliest to occur of (i) the first       
date of public announcement after May 28, 1999 that a person or "group" has     
acquired beneficial ownership of 17.5% or more of the outstanding Common        
Shares (except pursuant to a Permitted Offer, as hereinafter defined); or       
(ii) 10 business days (or such later date as the Board may determine)           
following the commencement of, or announcement of an intention to commence, a   
tender offer or exchange offer the consummation of which would result in a      
person or group becoming an Acquiring Person (as hereinafter defined) (the      
earliest of such dates being called the "DISTRIBUTION DATE"). A person or       
group whose acquisition of Common Shares causes a Distribution Date pursuant    
to clause (i) above is an "ACQUIRING PERSON."  The first date of public         
announcement that a person or group has become an Acquiring Person is the       
"SHARES ACQUISITION DATE."  "DISINTERESTED DIRECTORS" are directors who are     
not officers of the Corporation and who are not Acquiring Persons or their      
affiliates, associates or representatives of any of them, or any Person who     
directly or indirectly was proposed or nominated as a director of the           
Corporation by a Transaction Person (as defined below).                         

    The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Shares. Until      
the Distribution Date (or earlier redemption or expiration of the Rights) new   
Common Share certificates issued after the Record Date upon transfer or new     
issuance of Common Shares will contain a notation incorporating the Rights      
Agreement by reference. Until the Distribution Date (or earlier redemption or   
expiration of the Rights), the surrender for transfer of any certificates for   
Common Shares outstanding as of the Record Date, even without such notation,    
will also constitute the transfer of the Rights associated with the Common      
Shares represented by such certificate. As soon as practicable following the    
Distribution Date, separate certificates evidencing the Rights ("RIGHT          
CERTIFICATES") will be mailed to holders of record of the Common Shares as of   
the close of business on the Distribution Date (and to each initial record      
holder of certain Common Shares issued after the Distribution Date), and such   
separate Right Certificates alone will evidence the Rights.                     

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       The Rights are not exercisable until the Distribution Date and will
expire at 5:00 P.M., New York City time, on May 28, 2001, unless earlier        
redeemed by the Corporation as described below.                                 

    In the event that any person becomes an Acquiring Person (except
pursuant to a Permitted Offer as defined below), each holder of a Right will    
have (subject to the terms of the Rights Agreement) the right (the "FLIP-IN     
RIGHT") to receive upon exercise the number of Common Shares, or, in the        
discretion of the Board of Directors, of one-thousandth of a Preferred Share    
(or, in certain circumstances, other securities of the Corporation) having a    
value (immediately prior to such triggering event) equal to two times the       
exercise price of the Right. Notwithstanding the foregoing, following the       
occurrence of the event described above, all Rights that are, or (under         
certain circumstances specified in the Rights Agreement) were, beneficially     
owned by any Acquiring Person or any affiliate or associate thereof or by any   
Director of the Corporation in office on the date of the Rights Agreement       
will be null and void. A "Permitted Offer" is a tender or exchange offer for    
all outstanding Common Shares which is at a price and on terms determined,      
prior to the purchase of shares under such tender or exchange offer, by a       
majority of Disinterested Directors to be adequate (taking into account all     
factors that such Disinterested Directors deem relevant) and otherwise in the   
best interests of the Corporation, its stockholders and its other relevant      
constituencies (other than the person or any affiliate or associate thereof     
on whose basis the offer is being made) taking into account all factors that    
such directors may deem relevant.                                               

   In the event that, at any time following the Shares Acquisition
Date, (i) the Corporation is acquired in a merger or other business             
combination transaction in which the holders of all of the outstanding Common   
Shares immediately prior to the consummation of the transaction are not the     
holders of all of the surviving corporation's voting power, or (ii) more than   
50% of the Corporation's assets or earning power is sold or transferred, in     
either case with or to an Acquiring Person or any affiliate or associate or     
any other person in which such Acquiring Person, affiliate or associate has     
an interest or any person acting on behalf of or in concert with such           
Acquiring Person, affiliate or associate, or, if in such transaction all        
holders of Common Shares are not treated alike, then each holder of a Right     
(except Rights which previously have been voided as set forth above) shall      
thereafter have the right (the "FLIP-OVER RIGHT") to receive, upon exercise,    
common shares of the acquiring company having a value equal to two times the    
exercise price of the Right.                                                    

      The Purchase Price payable, and the number of one thousandths of a
Preferred Share or other securities 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 Preferred Shares, (ii) upon the grant to holders of the Preferred Shares    
of certain rights or warrants to subscribe for or purchase Preferred Shares     
at a price, or securities convertible into Preferred Shares with a conversion   
price, less than the then current market price of the Preferred Shares or       
(iii) upon the distribution to holders of the Preferred Shares of evidences     
of indebtedness or assets (excluding regular quarterly cash dividends) or of    
subscription rights or warrants (other than those referred to above).           

      The Purchase Price is also subject to adjustment in the event of a
stock split of the Common Shares or a stock dividend on the Common Shares       
payable in Common Shares or                                                     

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subdivisions, consolidations or combinations of the Common Shares occurring,    
in any such case, prior to the Distribution Date.                               

     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 one-thousandths of a Preferred Share      
will be issued and in lieu thereof, an adjustment in cash will be made based    
on the market price of the Preferred Shares on the last trading day price to    
the date of exercise.                                                           

     Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum               
preferential quarterly dividend payment of $1.00 per share but, if greater,     
will be entitled to an aggregate dividend per share of 1000 times the           
dividend declared per Common Share. In the event of liquidation, the holders    
of the Preferred Shares will be entitled to a minimum preferential              
liquidation payment of $1.00 per share; thereafter, and after the holders of    
the Common Shares receive a liquidation payment of $0.001 per share, the        
holders of the Preferred Shares and the holders of the Common Shares will       
share the remaining assets in the ratio of one thousand to 1 (as adjusted)      
for each Preferred Share and Common Share so held, respectively. Finally, in    
the event of any merger, consolidation or other transaction in which Common     
Shares are exchanged, each Preferred Share will be entitled to receive one      
thousand times the amount received per Common Share. These rights are           
protected by customary antidilution provisions. In the event that the amount    
of accrued and unpaid dividends on the Preferred Shares is equivalent to at     
least six full quarterly dividends, the holders of the Preferred Shares shall   
have the right, voting as a class, to elect two directors in addition to the    
directors elected by the holders of the Common Shares until all cumulative      
dividends on the Preferred Shares have been paid through the last quarterly     
dividend payment date or until non-cumulative dividends have been paid          
regularly for at least one year.                                                

      At any time prior to the earlier to occur of (i) a person becoming
an Acquiring Person or (ii) the expiration of the Rights, the Corporation may   
redeem the rights in whole, but not in part, at a price of $.001 per Right      
(the "REDEMPTION PRICE"), which redemption shall be effective upon the action   
of the Board of Directors.  Additionally, the Corporation may redeem the then   
outstanding Rights in whole but not in part, at the Redemption Price after      
the triggering of the Flip-in Right and before the expiration of any period     
during which the Flip-in Right may be exercised in connection with a merger     
or other business combination transaction or series of transactions involving   
the Corporation in which all holders of Common Shares are treated alike but     
not involving a Transaction Person (as defined below). Upon the effective       
date of the redemption of the Rights, the right to exercise the Rights will     
-terminate and the only right of the holders of Rights will be to receive the   
Redemption Price.                                                               

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      Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Corporation, including, without limitation,   
the right to vote or to receive dividends. While the distribution of the        
Rights will not be taxable to stockholders of the Corporation, stockholders     
may, depending upon the circumstances, recognize taxable income should the      
Rights become exercisable or upon the occurrence of certain events thereafter.  

  The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the    
Corporation without conditioning the offer on (i) the Rights being redeemed,    
(ii) a substantial number of Rights being acquired or (iii) the offer being     
deemed a "Permitted Offer" under the Rights Agreement. However, the Rights      
should not interfere with any merger or other business combination in           
connection with a Permitted Offer or that is approved by the Corporation        
because the Rights are redeemable under certain circumstances.                  

     Attached hereto as Exhibit 1 and incorporated herein by reference
are a copy of the Rights Agreement, dated as of May 28, 1999, between the       
Corporation and Continental Stock Transfer & Trust Company, as Rights Agent,    
specifying the terms of the Rights, and the exhibits thereto, as follows:       
Exhibit A -- Certificate of Designation, Preferences and Rights of Series A     
Junior Participating Preferred Stock of Family Bargain Corporation; Exhibit B   
--Form of Right Certificate; and Exhibit C -Summary of Rights to Purchase       
Preferred Shares. The foregoing description of the Rights is qualified by       
reference to the Rights Agreement and the exhibits thereto.                     

Item 2.   Exhibits.                                                             

     1.   Rights Agreement, dated as of May 28, 1999, between Puroflow
             Incorporated and Continental Stock Transfer & Trust Company, as
     Rights Agent, which includes, as Exhibit A thereto, the
            Certificate of Designation, Preferences and Rights of Series A
               Junior Participating Preferred Stock of Puroflow Incorporated, as
      Exhibit B thereto, the Form of Right Certificate, and as
            Exhibit C thereto, the Summary of Rights to Purchase Preferred
Shares.                                           

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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.                                                                     

 PUROFLOW INCORPORATED

     By: /s/ Michael H. Figoff
                              --------------------------------------------
       Michael H. Figoff
                           President and Chief Executive Officer
Dated:    June 3, 1999                                                          

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     EXHIBIT INDEX

                                                                [Download Table]

Exhibit                            Description                          Page
                                                                            
   1       Rights Agreement, dated as of May 28, 1999, between              
           Puroflow Incorporated and Continental Stock Transfer &           
           Trust Company, as Rights Agent, which includes, as Exhibit       
           A thereto, the Certificate of Designation, Preferences and       
           Rights of Series A Junior Participating Preferred Stock of       
           Puroflow Incorporated, as Exhibit B thereto, the Form of         
           Right Certificate, and as Exhibit C thereto, the Summary         
           of Rights to Purchase Preferred Shares.                          

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		5/28/01		3
		6/7/99		2					DFAN14A
Filed on:		6/3/99		6					8-K
		5/28/99		2		7			8-K
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