Smith Corona Corp – ‘8-A12G’ on 1/30/97

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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      Form 8-A                                              17     65K 
 2: EX-2        Motion to Approve Technical Amendments                11     32K 
 3: EX-5        Rights Agreement                                      67    235K 
 4: EX-6        Warrant Agreement                                     35    143K 

8-A12G   —   Form 8-A
Document Table of Contents

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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

Smith Corona Corporation                
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                                               51-0286862     
----------------------                                      --------------------
(State of incorporation                                     I.R.S. Employer     
 or organization)                                          Identification No.)

P.O. Box 2090, 839 Route 13 South, Cortland, New York 13045-0990
----------------------------------------------------------------- 
(Address of principal executive offices) (Zip Code) 

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

None

If this Form relates to the             If this Form relates to the             
registration of a class of              registration of a class of              
debt securities and is                  debt securities and is to               
effective upon filing                   become effective                        
pursuant to General                     simultaneously with the                 
Instruction A(c)(1), please             effectiveness of a concurrent           
check the following box  |_|            registration statement under            
                          the Securities Act of 1933
                   pursuant to General
                           Instruction A(c)(2), please
                            check the following box  |_|

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

 Common Stock, $.001 par value per share
 ---------------------------------------
(Title of class)

 Warrants to purchase Common Stock
 ---------------------------------
(Title of class)

Rights to purchase Preferred Stock, Series A
--------------------------------------------
(Title of class)

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Item 1.  Description of Registrant's Securities to be Registered.               
--------------------------------------------------------      

A.       Description of NewSCC Securities                                       

                  Pursuant to the Debtors'  Third  Amended  Second Joint Plan of
Reorganization under Chapter 11 of the United States Bankruptcy Code, as amended
(the "Plan"),  as of the Effective Date (as hereinafter  defined),  Smith Corona
Corporation ("SCC" or, after the Effective Date,  "NewSCC") will issue shares of
common stock, $.001 par value per share ("NewSCC Common Stock"), and warrants to
purchase NewSCC Common Stock (the "NewSCC  Warrants"),  each such NewSCC Warrant
representing  the  right to  purchase  one  share of NewSCC  Common  Stock.  The
following  summarizes  the material  provisions of the NewSCC Common Stock,  the
NewSCC Warrants,  the Restated  Certificate of Incorporation  and the By-Laws of
NewSCC  which will be adopted  pursuant  to the Plan,  and the Rights  Agreement
between  NewSCC and the Rights Agent to be  designated  thereunder  (the "Rights
Agreement"),  to be entered into pursuant to the Plan.  These  statements do not
purport to be complete and are  qualified in their  entirety by reference to the
full text of,  and are  subject  to the  detailed  provisions  of,  the  Warrant
Agreement  between  NewSCC and the  Warrant  Agent to be  designated  thereunder
(including  the form of Warrant) (the "NewSCC  Warrant  Agreement"),  the Rights
Agreement and the Restated  Certificate of Incorporation  and By-Laws of NewSCC,
each of which is filed herewith as an exhibit.  "Effective  Date" means the last
to occur of (i) such  date as SCC and  certain  of its  subsidiaries  which  are
parties  to the Plan  (collectively,  the  "Debtors")  (with the  consent of the
Official  Committee of Unsecured  Creditors)  shall, by a written  instrument or
instruments  filed from time to time with the unit of the United States District
Court for the  District of  Delaware  having  jurisdiction  over the cases under
Chapter  11 of Title 11 of the United  States  Code (the  "Bankruptcy  Code") in
which the Debtors are the debtors (the "Bankruptcy  Court"),  have most recently
designated as the Effective  Date, and (ii) the business day on which all of the
conditions precedent to the effectiveness of the Plan shall have been satisfied.

1.       Description of NewSCC Common Stock                   

                  The NewSCC  Common  Stock will be issued to holders of allowed
claims in Class 8 of the Plan ("Allowed General Unsecured Claims"). In addition,
following  the  Effective  Date,  NewSCC shall (a)  implement an employee  stock
incentive or other similar  plan,  which shall provide for the issuance of up to
ten  percent  (10%) of the total  shares of NewSCC  Common  Stock (or options to
acquire  such shares)  which are issued  pursuant to the Plan,  determined  on a
fully-diluted  basis,  not  including  the effect of the  exercise of any of the
NewSCC Warrants, and (b) be authorized to award to any person employed by NewSCC
following the date the  Bankruptcy  Court  confirms the Plan (the  "Confirmation
Date") in the position of Chief Executive Officer, Chief Financial Officer      

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or Senior Vice  President/Marketing,  NewSCC Common Stock or options to purchase
NewSCC Common Stock up to an aggregate  amount of five percent (5%) of the total
shares of NewSCC Common Stock which are issued pursuant to the Plan,  determined
on a fully-diluted basis, not including the effect of the exercise of any of the
NewSCC Warrants.  Rights to the shares granted under (a) and (b) above shall not
vest prior to the second  anniversary  of the Effective  Date with the exception
that,  prior to the second  anniversary  of the Effective  Date,  rights to such
shares shall vest upon a change of control of NewSCC.  A change in control shall
mean (i) a stock  purchase  by any  "person"  (as such term is used in  Sections
13(d) and 14(d)(2) of the Securities  Exchange Act of 1934, as amended) who then
owns or by virtue of such purchase  becomes the beneficial owner of, directly or
indirectly, voting securities of NewSCC representing 51% or more of the combined
voting power of NewSCC's then outstanding  voting  securities or (ii) any change
in the composition of NewSCC's Board of Directors in any one year which involves
a majority of such directors and which is not recommended by the Board.         

                  On the Effective Date,  NewSCC's  Certificate of Incorporation
and  By-Laws  will  be  amended  and  restated.   The  Restated  Certificate  of
Incorporation  will authorize (i) 100,000,000  shares of NewSCC Common Stock and
(ii) 10,000,000 shares of preferred stock. Giving effect to the Plan,  including
the distributions and other transactions  contemplated by the Plan, an estimated
4,000,000 shares of NewSCC Common Stock will be issued pursuant to the Plan (not
including  NewSCC  Common  Stock that may be issued upon the  exercise of NewSCC
Warrants  and not  including  any NewSCC  Common  Stock which may be issued as a
result of successful  prosecutions of actions to avoid a transfer of property or
to recover property pursuant to ss.ss. 542, 543, 544, 545, 546, 547, 548, 549 or
550 of the Bankruptcy  Code).  The Restated  Certificate of  Incorporation  will
provide,  to the extent  required by section 1123 of the Bankruptcy  Code,  that
NewSCC will not issue non-voting equity securities.                             

                  The terms and  conditions  of the NewSCC  Common Stock will be
governed  by the  laws of the  State  of  Delaware  as  well as by the  Restated
Certificate of Incorporation and By-Laws. See "--Corporate Governance" below.   

a.       Dividends                                            

                  Holders of NewSCC Common Stock will be entitled to participate
equally in such  dividends as may be declared by the Board of  Directors  out of
funds legally available therefor.  It is not anticipated,  however,  that NewSCC
will pay any dividends on NewSCC Common Stock in the foreseeable  future.  It is
expected that NewSCC's financing  arrangements which will be in effect after the
Effective  Date will  prohibit  payment of dividends  with respect to the NewSCC
Common Stock,  other than the  distribution of Rights (as  hereinafter  defined)
pursuant to the Rights Agreement.                                               

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b.       Restriction on Transfer of Shares                    

                  The terms of the  Restated  Certificate  of  Incorporation  of
NewSCC will include certain stock transfer restrictions intended to preserve the
net operating loss ("NOL") carryforwards of SCC and its subsidiaries and certain
other tax attributes;  provided,  however, if NewSCC either does not qualify for
the exception provided in section 382(l)(5) (the "Bankruptcy  Exception") of the
Internal  Revenue Code of 1986, as amended (the "Tax Code"),  or chooses to make
an  election  under  section  382(1)(5)(H)  of the Tax Code  (or the  applicable
provision then in effect) not to have the provisions of the Bankruptcy Exception
apply to the  ownership  change  occurring  pursuant  to the  Plan,  such  stock
transfer  restrictions  shall be deemed to lapse and shall have no further force
or effect as of the earlier of the date NewSCC is aware that it is not  eligible
for the  Bankruptcy  Exception  and the  date of  such  election  under  section
382(1)(5)(H) of the Tax Code (the "Restriction Lapse Date"). As set forth in the
Restated  Certificate of Incorporation of NewSCC,  such terms shall provide that
for the period  from the  Effective  Date until the earlier of (A) two (2) years
after the end of the fiscal  year of the Debtors  that  includes  the  Effective
Date, or (B), if applicable, the Restriction Lapse Date, (i) any attempted sale,
transfer,  assignment,  conveyance,  grant, pledge, gift or other disposition of
any share or shares of stock of NewSCC (within the meaning of section 382 of the
Tax Code) or any  option or right to  purchase  such  stock,  as  defined in the
Treasury regulations (the "Treasury Regulations") promulgated and proposed under
section  382 of the Tax Code,  to any  person or entity  (or group of persons or
entities  acting in concert),  or any attempted  exercise of the  aforementioned
option or right to  purchase  such  stock by any  person or entity  (or group of
persons or entities  acting in concert),  who either directly or indirectly owns
or would be treated as owning, or whose shares are or would be attributed to any
person or entity who directly or indirectly  owns or would be treated as owning,
in either case prior to the  purported  transfer or  exercise  and after  giving
effect  to the  applicable  attribution  rules of the Tax  Code  and  applicable
Treasury Regulations,  5-percent or more of the value of the outstanding capital
stock of NewSCC or otherwise treated as a 5-percent (5%) shareholder (within the
meaning of section 382 of the Tax Code),  regardless of the percent or the value
of the stock owned,  shall be void ab initio  insofar as it purports to transfer
ownership  or rights in respect of such stock to the  purported  transferee  and
(ii) any attempted sale, transfer,  assignment,  conveyance, grant, gift, pledge
or other  disposition  of any share of stock of NewSCC  (within  the  meaning of
section 382 of the Tax Code) or any option or right to purchase  such stock,  as
defined in the Treasury  Regulations  under  section 382 of the Tax Code, to any
person or entity (or group of  persons or  entities  acting in  concert)  or any
attempted exercise of the aforementioned  option or right to purchase such stock
by any person or entity (or group of persons or entities  acting in concert) not

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described  in clause (i) who directly or  indirectly  would own, or whose shares
would be  attributed  to any person or entity who directly or  indirectly  would
own, in each case as a result of the  purported  transfer or exercise  and after
giving effect to the applicable attribution rules of the Tax Code and applicable
Treasury  Regulations,  5-percent  or more of the  value of any of the  stock of
NewSCC (or otherwise treated as a 5- percent  shareholder  within the meaning of
section 382 of the Tax Code),  shall,  as to that number of shares  causing such
person or entity to be a 5-percent shareholder,  be void ab initio insofar as it
purports  to  transfer  ownership  or rights  in  respect  of such  stock to the
purported  transferee.  However,  neither of these  restrictions shall prevent a
valid transfer or exercise if (A) the  transferor or exercisor,  as the case may
be,  obtains  the  written  approval  of the Board of  Directors  of NewSCC  and
provides  NewSCC  with an  opinion  of  counsel  satisfactory  to  NewSCC  that,
assuming,  as of the date of such  opinion,  the full  exercise of all  warrants
issued by and any options  granted  pursuant to any stock option plan of NewSCC,
the  transfer or  exercise  shall not result in the  application  of any tax law
limitation on the use of NewSCC's NOL  carryforwards  or other tax attributes or
(B) a tender offer,  within the meaning of the Securities  Exchange Act of 1934,
as amended, and pursuant to the rules and regulations thereof, is made by a bona
fide third party purchaser to purchase at least sixty-six and two-thirds percent
(66 2/3%) of the issued and outstanding  NewSCC Common Stock and the offeror (i)
agrees to effect,  within  ninety  (90) days of the  consummation  of the tender
offer, a back-end merger in which all non-tendering  stockholders  would receive
the same  consideration  as paid in the tender offer,  and (ii) has received the
tender of sufficient shares to effect such merger.                              

                  In the absence of special  approval by the Board of  Directors
of NewSCC,  a  purported  transfer or exercise of shares in excess of the shares
that  can  be  transferred  or  exercised  pursuant  to  this  restriction  (the
"Prohibited Shares") to the purported acquiror (the "Purported Acquiror") is not
effective to transfer  ownership of such Prohibited Shares. On demand by NewSCC,
which demand must be made within  thirty (30) days of the time NewSCC  learns of
the transfer or exercise of the  Prohibited  Shares,  a Purported  Acquiror must
transfer any certificate or other evidence of ownership of the Prohibited Shares
within  the  Purported  Acquiror's  possession  or  control,  together  with any
dividends or other  distributions  ("Distributions")  that were  received by the
Purported  Acquiror  from NewSCC with respect to the  Prohibited  Shares,  to an
agent  designated by NewSCC (the  "Agent").  The Agent will sell the  Prohibited
Shares in an arm's length transaction (over a stock exchange, if possible),  and
the Purported Acquiror will receive an amount of sales proceeds not in excess of
the price paid or  consideration  surrendered by the Purported  Acquiror for the
Prohibited Shares (or the fair market value of the Prohibited Shares at the time
of an attempted  transfer to the Purported Acquiror by gift,  inheritance,  or a
similar  transfer).  If the Purported  Acquiror has sold the  Prohibited  Shares

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prior to receiving  NewSCC's  demand to surrender the  Prohibited  Shares to the
Agent, the Purported Acquiror shall be deemed to have sold the Prohibited Shares
as an agent for the  initial  transferor,  or, in the case where the  Prohibited
Shares are  acquired  pursuant to the exercise of an option or right to purchase
stock of NewSCC,  for NewSCC, and shall be required to transfer to the Agent all
proceeds of such sale and any Distributions.                                    

                  In the case of an  attempted  exercise of an option or a right
to purchase stock of NewSCC,  the Agent will pay to NewSCC any sales proceeds in
excess of those due to the Purported  Acquiror,  together with any distributions
received by the Agent.  In all other  cases,  if the initial  transferor  can be
identified,  the Agent will pay to it any sales  proceeds in excess of those due
to the  Purported  Acquiror,  together  with any  Distributions  received by the
Agent. If the initial transferor cannot be identified within ninety (90) days of
receipt of such sales proceeds,  if any, the Agent may pay any such amounts to a
charity of its  choosing.  In no event shall  amounts paid to the Agent inure to
the  benefit  of  NewSCC  (except  as set forth in the  first  sentence  of this
paragraph) or the Agent,  but such amounts may be used to cover  expenses of the
Agent in attempting to identify the initial transferor.                         

                  If the Purported  Acquiror  fails to surrender the  Prohibited
Shares within the next thirty (30) business days from the demand by NewSCC, then
NewSCC may institute legal proceedings to compel the surrender.  NewSCC shall be
entitled to damages,  including  reasonable  attorneys' fees and costs, from the
Purported Acquiror, on account of such purported transfer.                      

                  Certificates  evidencing  the NewSCC  Common Stock will bear a
legend to the effect that it is subject to the above restrictions.              

2.       The NewSCC Warrants                                  

                  The NewSCC Warrant Agreement will be executed on the Effective
Date.  The  NewSCC  Warrants  will be  issued  pursuant  to the  NewSCC  Warrant
Agreement  to holders of record on August 15,  1996 of the Common  Stock of SCC,
par value $.01 per share,  which will be  cancelled on the  Effective  Date (the
"SCC  Common  Stock"),  at a ratio of one NewSCC  Warrant  for each  twenty (20)
shares of SCC Common  Stock then held by such  holder.  There are  approximately
30,250,000  shares of SCC Common  Stock  issued  and  outstanding.  Each  NewSCC
Warrant will  represent  the right to purchase one share of NewSCC Common Stock.
The  NewSCC  Warrants  and the  underlying  shares of NewSCC  Common  Stock (the
"NewSCC   Warrant   Shares")  shall  be  subject  to  the  same  stock  transfer
restrictions  applicable  to the NewSCC Common Stock (as well as, in the case of
the NewSCC Warrants, restrictions on their exercise). See "Description of NewSCC
Common  Stock--Restriction  on Transfer of Shares" above.  The exercise price of
the  NewSCC  Warrants  has  been  determined  on  a preliminary basis as of the 

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Confirmation  Date at $8.50 and has been set generally at a per share value that
would,  if the NewSCC  Common  Stock were sold for such value,  and after giving
effect to the  distribution of the Unsecured Class Cash (as such term is defined
in the Plan) then  estimated to be or to become  available for  distribution  to
holders of Allowed General  Unsecured  Claims (based on an estimate at such date
of the  aggregate  amount of allowed  claims and  reserved  claims),  allow such
holders to realize  the amount of such claims  together  with  accrued  interest
thereon from,  with respect to holders of claims against SCC, July 5, 1995, with
respect to holders of claims against SCM Office Supplies, Inc., SCC LI Corp. and
Hulse  Manufacturing  Company,  August 18, 1995,  and with respect to holders of
claims against SCM (United Kingdom) Limited, SCM Inter-American  Corporation and
Smith Corona Overseas  Holdings,  Inc.,  October 31, 1996, to the Effective Date
and an  allocable  amount for costs and  expenses  incurred in  connection  with
transaction  costs  relating to the sale or other  disposition  of NewSCC Common
Stock.  The exercise price of the NewSCC  Warrants so estimated on a preliminary
basis will be subject to  reduction  by the Board of  Directors of NewSCC in its
sole discretion prior to the date on which the NewSCC Warrants will first become
exercisable  based on the Board's  estimate at such time of the total amounts of
Unsecured  Class  Cash and of  Class 8 Claims  that  may be  allowed  claims  or
reserved claims.                                                                

                  The  number  and  kind  of  securities  purchasable  upon  the
exercise of NewSCC  Warrants and the exercise  price therefor will be subject to
adjustment  in  certain  events as set forth in the  NewSCC  Warrant  Agreement,
including the issuance of capital stock of NewSCC as a dividend or  distribution
on the NewSCC Common Stock; subdivisions,  reclassifications and combinations of
the NewSCC Common  Stock;  the issuance to all holders of NewSCC Common Stock of
certain rights,  options or warrants entitling them to subscribe for or purchase
NewSCC  Common  Stock at less than the then  current  market price of the NewSCC
Common Stock (as determined in accordance  with the NewSCC  Warrant  Agreement);
the  distribution to holders of NewSCC Common Stock of evidences of indebtedness
or assets of NewSCC or any  entity a majority  of the voting  equity of which is
owned,  directly  or  indirectly,  by NewSCC (a  "Subsidiary")  (excluding  cash
dividends or cash  distributions  from consolidated  earnings or surplus legally
available for such dividends or distributions);  and the distribution to holders
of NewSCC Common Stock of shares of capital stock of any Subsidiary (although no
adjustment in such shares or exercise price will be required in connection  with
the issuance of the NewSCC  Common  Stock,  options,  rights,  warrants or other
securities  pursuant  to the Plan or the  Rights  Agreement).  Additionally,  no
adjustment  will be required if in connection  with any of the events  otherwise
giving rise to an  adjustment  the holders of the NewSCC  Warrants  receive such
rights,  securities  or assets as such holders  would have been entitled had the
NewSCC  Warrants  been  exercised  immediately  prior  to  such  event,  and  no
adjustment will be required unless such adjustment would require a change in the

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aggregate  number of shares NewSCC Common Stock  issuable upon the  hypothetical
exercise  of a NewSCC  Warrant of at least 1% (but any  adjustment  requiring  a
change of less than 1% will be carried  forward  and taken  into  account in any
subsequent adjustment).                                                         

                  The NewSCC  Warrants will be  exercisable  at any time between
9:00 a.m.  Eastern Time on the date that is six (6) months  after the  Effective
Date and 5:00 p.m.  Eastern  Time on the date  that is two (2)  years  after the
Effective Date (the "Exercise Period").  Each NewSCC Warrant not exercised prior
to the  expiration  of the  Exercise  Period  will become  void,  and all rights
thereunder and in respect thereof under the NewSCC Warrant  Agreement will cease
on the expiration of the Exercise Period.                                       

B.       Corporate Governance                                                   

1.       Certificate of Incorporation and By-Laws             

                  The Restated  Certificate  of  Incorporation  and By-Laws will
contain certain provisions relating to corporate governance.  Under the Restated
Certificate  of  Incorporation,  the  holders  of NewSCC  Common  Stock  will be
entitled to one vote for each share held of record on all matters submitted to a
vote of the stockholders, including the election of directors.                  

                  Pursuant to the Restated  Certificate  of  Incorporation,  the
Board of Directors  shall be divided into three (3) classes,  as nearly equal in
number as  possible,  with the  directors in each of the three  classes  serving
until the 1997, 1998 and 1999 annual meetings of stockholders,  respectively. At
each annual meeting  beginning with the 1997 annual  meeting,  successors to the
class of  directors  whose term shall  expire at that  annual  meeting  shall be
elected  for  a  term  expiring  at  the  third  succeeding  annual  meeting  of
stockholders  after their election.  If the number of directors is changed,  any
increase or decrease  shall be  apportioned  among the classes so as to maintain
the number of directors  in each class as nearly  equal as possible.  In no case
shall a decrease in the number of  directors  shorten the term of any  incumbent
director. Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred  stock shall have the right to elect directors at
an annual or special  meeting of  stockholders,  the  election,  term of office,
filling of vacancies and other features of such directorships  shall be governed
by the terms of the Restated Certificate of Incorporation applicable thereto, or
the resolution or resolutions of the Board of Directors relating to the issuance
of such shares of preferred  stock,  and such  directors so elected shall not be
divided into classes  pursuant to such provision  unless  expressly  provided by
such terms or such resolution or resolutions.                                   

                  Directors  may be  removed  only by the  holders of at least a
majority of the outstanding  NewSCC Common Stock and only for cause at a meeting
of stockholders called for such purpose.                                        

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                  Stockholder  action  can be taken only at an annual or special
meeting  of  stockholders,  and not by  written  consent  in lieu of a  meeting.
Pursuant to NewSCC's  By-Laws,  special  meetings of stockholders  may be called
only by a majority of the Board of  Directors,  and the business to be conducted
at any such  special  meeting  is  limited  to that  specified  in the notice of
meeting.                                                                        

                  The affirmative vote of the holders of shares entitled to cast
at least  two-thirds  of the votes  represented  by the shares of all classes of
stock of NewSCC entitled to vote generally in elections of directors, considered
for such  purpose as one class,  shall be  required to amend,  alter,  change or
repeal, or adopt any provision inconsistent with, the provisions of the Restated
Certificate of Incorporation described above in this subsection 1.              

                  The  number  of  directors  of NewSCC  will be fixed  within a
specified range (between three (3) and fifteen (15)) by a majority of the entire
Board of Directors  and the directors of NewSCC in office from time to time will
fill any  vacancy  or  newly-created  directorship  on the Board.  Any  director
elected  to  fill a  vacancy  shall  have  the  same  term as that of his or her
predecessor,  or, if such  vacancy is a result of an  increase  in the number of
directors,  as that of the other directors of the class of which he or she shall
be a member.                                                                    

                  The  By-Laws  of NewSCC  may be  amended  or  repealed  at any
regular  meeting of the  stockholders  or directors,  or at any special  meeting
thereof if notice of such amendment or repeal is contained in the notice of such
special meeting, provided that the provisions thereof regarding special meetings
of stockholders  and the  requirement  that  stockholders  take action only at a
meeting, the number and election of directors, and amendments to the By-Laws may
be amended only by (i) the directors of NewSCC or (ii) the  affirmative  vote of
the  holders  of  shares  entitled  to cast at  least  two-thirds  of the  votes
represented  by the shares of all  classes of stock of NewSCC  entitled  to vote
generally in elections of directors, considered for such purpose as one class.  

                  In the event of a  liquidation,  dissolution  or winding-up of
NewSCC,  holders of NewSCC Common Stock will be entitled to participate  equally
in the  assets  remaining  after  payment  of  liabilities  and the  liquidation
preference of any preferred stock of NewSCC. Holders of NewSCC Common Stock will
have no preemptive rights. Holders of NewSCC Common Stock will have no rights to
convert  their NewSCC  Common Stock into any other  securities  and will have no
redemption  provisions or sinking fund  provisions  with respect to such shares.
Holders of the NewSCC  Common Stock will not be subject to liability for further
calls and assessments by NewSCC.                                                

                  NewSCC's Restated  Certificate of Incorporation will authorize
NewSCC to issue 100,000,000 shares of NewSCC Common Stock and 10,000,000 shares 

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of preferred stock. The Restated Certificate of Incorporation will authorize the
issuance by NewSCC by action of NewSCC's  Board of Directors of preferred  stock
in series  having  such  voting  powers,  preferences,  rights,  limitations  or
restrictions of all shares of a series, including, without limitation,  dividend
rates, preemptive rights, voting rights, redemption and sinking fund provisions,
liquidation  preferences and the number of shares constituting each such series,
without any further vote or action by the  stockholders.  In connection with the
issuance of Rights pursuant to the Rights  Agreement,  the Board of Directors of
NewSCC will  authorize a series of  preferred  stock to be reserved for issuance
upon any  exercise  of the  Rights in  accordance  with the terms of the  Rights
Agreement.                                                                      

                  The issuance of  additional  shares of NewSCC  Common Stock or
shares of  preferred  stock  could have the  effect of  delaying,  deferring  or
preventing a change in control or change in management  of NewSCC.  The issuance
of  preferred  stock  also could  decrease  the  amount of  earnings  and assets
available for distribution to holders of NewSCC Common Stock or adversely affect
the rights and powers,  including voting rights, of the holders of NewSCC Common
Stock.                                                                          

                  The provisions of the Restated  Certificate  of  Incorporation
and  By-Laws  described  herein  may,  under  certain  circumstances,  make more
difficult  or  discourage  a  takeover  of NewSCC and the  removal of  incumbent
management.  The  classification  of directors will have the effect of making it
more difficult for stockholders to change the composition of the Board. At least
two annual meetings of stockholders,  instead of one, will generally be required
to effect a change in a majority of the Board. Such a delay may help ensure that
NewSCC's  directors,  if  confronted  by a  holder  attempting  to force a proxy
contest, a tender or exchange offer, or an extraordinary  corporate transaction,
would have  sufficient  time to review  the  proposal  as well as any  available
alternatives  to the  proposal  and to act in what they  believe  to be the best
interest of the stockholders.  The classification provisions will apply to every
election  of  directors,   however,  regardless  of  whether  a  change  in  the
composition of the Board would be beneficial to NewSCC and its  stockholders and
whether or not a majority of NewSCC's  stockholders  believe  that such a change
would be desirable.                                                             

                  The Rights  Agreement will be entered into as of the Effective
Date pursuant to the terms of the Plan. See "--Summary of the Rights Agreement."

                  The provisions of the Restated  Certificate  of  Incorporation
and By-Laws  discussed  above are designed to assist  NewSCC in carrying out its
long-term strategy for enhancement of stockholder value and to encourage persons
interested  in business  combinations  to negotiate  with NewSCC.  NewSCC has no
present intention  to  adopt  other  antitakeover  measures,  although  it  is  

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possible that circumstances could arise which could cause NewSCC to do so.      

                  Each of the  Restated  Certificate  of  Incorporation  and the
By-Laws of NewSCC shall be in the form filed herewith as an exhibit.            

2.       Summary of the Rights Agreement                      

                  The Plan provides  that, on the Effective  Date,  the Board of
Directors  of  NewSCC  will  declare  a  dividend  distribution  of one right (a
"Right")  to  purchase  one  unit  (a  "Unit")   consisting   initially  of  one
one-thousandth  of a share of  Preferred  Stock,  Series A, par value  $.001 per
share (the  "Preferred  Stock"),  of NewSCC,  at a purchase price per Unit to be
determined  by the  Board of  Directors  of  NewSCC  on the  Effective  Date and
consisting  of a multiple of the then current  market price of the NewSCC Common
Stock,  subject to adjustment (the "Purchase Price"), for each outstanding share
of  NewSCC  Common  Stock,  payable  to  stockholders  of record at the close of
business on the  Effective  Date and payable with respect to NewSCC Common Stock
issued  thereafter until the  Distribution  Date (as defined below) or as may be
otherwise  provided in the Rights  Agreement.  Except as set forth  below,  each
Right, when it becomes  exercisable,  entitles the registered holder to purchase
from NewSCC one Unit at the Purchase  Price.  The  description  and terms of the
Rights will be set forth in the Rights Agreement.                               

                  Initially,  the Rights will be  attached  to all  certificates
representing  shares  of  NewSCC  Common  Stock,  and no  separate  certificates
evidencing the Rights ("Rights  Certificates")  will be distributed.  The Rights
will separate from the NewSCC Common Stock and a "Distribution  Date" will occur
upon the  earlier of (i) ten days (or such later date as the Board of  Directors
shall  determine)  following  public  disclosure  that  a  person  or  group  of
affiliated  or associated  persons has become an "Acquiring  Person" (as defined
below)  or (ii) ten  business  days  (or  such  later  date as the  Board  shall
determine)  following the  commencement of a tender offer or exchange offer that
would result in a person or group becoming an "Acquiring  Person." Except as set
forth  below,  an  "Acquiring  Person"  is a person  or group of  affiliated  or
associated persons who has acquired  beneficial  ownership of 15% or more of the
outstanding  shares of NewSCC Common Stock. The term "Acquiring Person" excludes
(i) NewSCC,  (ii) any subsidiary of NewSCC,  (iii) any employee  benefit plan of
NewSCC  or any  subsidiary  of NewSCC  or (iv) any  person or entity  organized,
appointed  or  established  by NewSCC for or  pursuant  to the terms of any such
plan.                                                                           

                  MHC Inc.  ("MHC"),  an affiliate of SCC, may, by virtue of its
acquisition of NewSCC Warrants pursuant to the Plan, be deemed,  for purposes of
the Rights  Agreement,  a beneficial owner of more than 15% of the NewSCC Common
Stock to be  outstanding  after giving  effect to the issuance of NewSCC  Common

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Stock to holders of Allowed  General  Unsecured  Claims as of the Effective Date
and of NewSCC Warrants to it. The Pension Benefit Guaranty  Corporation ("PBGC")
may, by virtue of its  acquisition  of NewSCC Common Stock pursuant to the Plan,
be deemed, for purposes of the Rights Agreement, a beneficial owner of more than
15% of the NewSCC  Common Stock to be  outstanding  after  giving  effect to the
issuance of NewSCC Common Stock to holders  (including  PBGC) of Allowed General
Unsecured Claims under the Plan. The Rights Agreement  provides that each of MHC
and PBGC  would  become an  Acquiring  Person  only if its  level of  beneficial
ownership  exceeds its  percentage of  beneficial  ownership as of the Effective
Date plus 1%,  subject to  reduction  in such  percentage  to take into  account
NewSCC Common Stock issued after the Effective Date.                            

                  Until the Distribution  Date, (i) the Rights will be evidenced
by the NewSCC Common Stock  certificates  and will be transferred  with and only
with  such  NewSCC   Common  Stock   certificates,   (ii)  NewSCC  Common  Stock
certificates  will  contain a notation  incorporating  the Rights  Agreement  by
reference and (iii) the surrender  for transfer of any  certificates  for NewSCC
Common  Stock  outstanding  will also  constitute  the  transfer  of the  Rights
associated  with  the  NewSCC  Common  Stock  represented  by such  certificate.
Pursuant to the Rights Agreement,  NewSCC reserves the right to require prior to
the occurrence of a Triggering  Event (as defined below) that, upon any exercise
of  Rights,  a number of  Rights  be  exercised  so that  only  whole  shares of
Preferred Stock will be issued.                                                 

                  As  soon  as   practicable   after  the   occurrence   of  the
Distribution  Date,  Rights  Certificates will be mailed to holders of record of
the NewSCC  Common  Stock as of the close of business on the  Distribution  Date
and,  thereafter,  the separate  Rights  Certificates  alone will  represent the
Rights. Except as may be otherwise provided in the Rights Agreement, only shares
of NewSCC Common Stock issued prior to the Distribution Date will be issued with
Rights.                                                                         

                  The Rights are not exercisable until the Distribution Date and
until the Rights are no longer  redeemable.  The Rights will expire at the close
of  business on the tenth  annual  anniversary  of the  Effective  Date,  unless
extended or earlier redeemed by NewSCC as described below.                      

                  In the event that a person becomes an Acquiring  Person,  each
holder of a Right will have the right to  receive,  upon  exercise  of the Right
after  the  Distribution  Date  and  subject  to the  provisions  of the  Rights
Agreement, NewSCC Common Stock (or, in certain circumstances,  cash, property or
other securities of NewSCC) having a value equal to two times the exercise price
of the Right.  Notwithstanding  the  foregoing,  following the occurrence of the
event set forth in this  paragraph,  all  Rights  that  are,  or (under  certain
circumstances specified in the Rights Agreement) were, beneficially owned by any

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Acquiring Person will be null and void and nontransferable and any holder of any
such right  (including  any purported  transferee or subsequent  holder) will be
unable to exercise or transfer any such right.                                  

                  In the event  that,  at any time  following  the date on which
there has been public disclosure that, or of facts indicating that, a person has
become an  Acquiring  Person  (the  "Stock  Acquisition  Date"),  (i)  NewSCC is
acquired in a merger or other business  combination  transaction in which NewSCC
is not the  surviving  corporation,  or (ii) 50% or more of  NewSCC's  assets or
earning power is sold, mortgaged or transferred,  each holder of a Right (except
Rights which  previously  have been voided as set forth above) shall  thereafter
have the right to receive, upon exercise,  common stock of the acquiring company
having a value equal to two times the  exercise  price of the Right.  The events
set forth in this  paragraph and in the  preceding  paragraph are referred to as
the "Triggering Events."                                                        

                  The  Purchase  Price  payable,  and the  number  of  Units  of
Preferred Stock or other securities or property  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 Stock, (ii) if holders of the Preferred Stock
are granted  certain  rights or warrants to  subscribe  for  Preferred  Stock or
convertible  securities  at less than the current  market price of the Preferred
Stock or (iii)  upon the  distribution  to  holders  of the  Preferred  Stock of
evidences of  indebtedness  or assets  (excluding  regular cash dividends) or of
subscription rights or warrants (other than those referred to above).           

                  With certain  exceptions,  no adjustment in the Purchase Price
will be  required  until  cumulative  adjustments  amount  to at least 1% of the
Purchase  Price.  No fractional  Units will be issued and, in lieu  thereof,  an
adjustment in cash will be made based on the market price of the Preferred Stock
on the last trading date prior to the date of exercise.                         

                  Because of the nature of the  Preferred  Stock's  dividend and
liquidation  rights, the value of the one one-thousandth  interest in a share of
Preferred Stock  purchasable upon exercise of each Right should  approximate the
value of one share of NewSCC Common Stock. Shares of Preferred Stock purchasable
upon  exercise of the Rights  will not be  redeemable.  Each share of  Preferred
Stock will be  entitled  to a  quarterly  dividend  payment  of 1,000  times the
dividend declared per share of NewSCC Common Stock. In the event of liquidation,
each  share  of  Preferred  Stock  will  be  entitled  to a $1  preference,  and
thereafter  the holders of the shares of Preferred  Stock will be entitled to an
aggregate  payment of 1,000 times the aggregate payment made per share of NewSCC
Common  Stock.  Each share of  Preferred  Stock will have  1,000  votes,  voting
together with the shares of NewSCC  Common Stock.  These rights are protected by
customary antidilution provisions.                                              

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                  At any time  until ten days  following  the Stock  Acquisition
Date,  NewSCC may redeem the Rights in whole,  but not in part,  at a price (the
"Redemption  Price") of $.001 per Right (payable in cash, NewSCC Common Stock or
other consideration  deemed appropriate by the Board of Directors) by resolution
of the Board of Directors (provided that following a Stock Acquisition Date such
resolution is approved by a majority of the Continuing Directors and only if the
Continuing  Directors  constitute a majority of the directors then in office). A
"Continuing  Director"  is a  member  of the  Board of  Directors  who is not an
Acquiring  Person,  an  affiliate  or  associate  of an  Acquiring  Person  or a
representative or nominee of an Acquiring  Person.  Immediately upon such action
of the Board of Directors  ordering  redemption  of the Rights,  the Rights will
terminate  and the only right of the  holders of Rights  will be to receive  the
Redemption Price.                                                               

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of NewSCC,  including,  without limitation,  the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders or to NewSCC,  stockholders  may,  depending upon
the circumstances,  recognize taxable income in the event that the Rights become
exercisable for NewSCC Common Stock (or other consideration) or for common stock
of the acquiring company as set forth above.                                    

                  Other than those provisions relating to the principal economic
terms of the  Rights,  any of the  provisions  of the  Rights  Agreement  may be
amended  by  resolution  of the  Board of  Directors  of NewSCC  (provided  that
following a Stock  Acquisition Date such resolution is approved by a majority of
the  Continuing  Directors  and only if the  Continuing  Directors  constitute a
majority of the directors then in office) prior to the Distribution  Date. After
the Distribution  Date, the provisions of the Rights Agreement may be amended by
resolution of the Board of Directors of NewSCC  (provided that following a Stock
Acquisition  Date such  resolution  is approved by a majority of the  Continuing
Directors  and only if the  Continuing  Directors  constitute  a majority of the
directors then in office) in order to cure any ambiguity,  to make changes which
do not  adversely  affect the  interests  of holders  of Rights  (excluding  the
interests  of any  Acquiring  Person or its  affiliates  or  associates),  or to
shorten  or  lengthen  any time  period  under the Rights  Agreement;  provided,
however,  that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.                          

                  The Rights will have certain anti-takeover effects. The Rights
will cause  substantial  dilution to a person or group that  attempts to acquire
NewSCC without  conditioning  the offer on a substantial  number of Rights being
acquired.  The Rights  should not  interfere  with any merger or other  business
combination  approved  by each of the  Board  of  Directors  and the  Continuing
Directors since the Board of Directors may (with the concurrence of a majority  

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of the Continuing  Directors and only if the Continuing  Directors  constitute a
majority of the directors then in office),  at its option, at any time until ten
days  (or  such  later  date as may be  determined  by  action  of the  Board of
Directors with the  concurrence  of a majority of the  Continuing  Directors and
only if the Continuing  Directors constitute a majority of the directors then in
office)  following the Stock  Acquisition  Date redeem all but not less than all
the then outstanding Rights at the Redemption Price.                            

                  The  foregoing  summary  description  of the  Rights  does not
purport to be complete  and is  qualified  in its  entirety by  reference to the
Rights Agreement, the proposed form of which is filed herewith as an exhibit.   

3.       Delaware Anti-Takeover Statute                       

                  NewSCC, as a Delaware corporation,  will elect in its Restated
Certificate  of  Incorporation  to be  subject to  section  203 of the  Delaware
General  Corporation  Law  ("DGCL").  In  general,   section  203  prohibits  an
"interested  stockholder"  from engaging in a "business  combination"  for three
years following the time that such stockholder became an interested stockholder,
unless (i) the business  combination,  or the transaction which resulted in such
stockholder  becoming an  interested  stockholder,  was approved by the board of
directors of the corporation before the other party to the business  combination
or the party to such  transaction  became an interested  stockholder,  (ii) upon
consummation  of the  transaction  that made it an interested  stockholder,  the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the commencement of the transaction (excluding voting stock owned
by directors who are also officers or held in employee  stock plans in which the
employees do not have a confidential  right to tender stock held by the plan) or
(iii) the  business  combination  was  approved by the board of directors of the
corporation  and  ratified  by holders of 66 2/3% of the voting  stock which the
interested  stockholder  did not own. The three-year  prohibition  also does not
apply to certain  business  combinations  proposed by an interested  stockholder
following the announcement or notification of certain extraordinary transactions
involving  the  corporation  and  a  person  who  had  not  been  an  interested
stockholder  during  the  previous  three  years  or who  became  an  interested
stockholder with the approval of a majority of the corporation's directors.     

                  The  term  "business  combination"  is  defined  generally  to
include  mergers  or  consolidations  between  a  Delaware  corporation  and  an
"interested   stockholder,"   transactions  with  an  "interested   stockholder"
involving  the  assets  or  stock  of  the  corporation  or  its  majority-owned
subsidiaries  and  transactions  which  increase  an  interested   stockholder's
percentage of stock.  The term  "interested  stockholder" is defined  generally,
subject  to  a  number  of  exceptions,  as  any  stockholder  who  becomes the 

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beneficial owner of 15% or more of a Delaware corporation's voting stock.       

C.       Registrar and Transfer Agent                                           

                  The registrar  and transfer  agent for the NewSCC Common Stock
will be Marine  Midland  Bank and SCC expects that such party will also serve as
registrar and warrant agent for the NewSCC  Warrants and as rights agent for the
Rights  pursuant  to the  terms of the  Rights  Agreement.  Such  registrar  and
transfer  agent  for  the  NewSCC  Common  Stock  is  neither  a  holder  of any
indebtedness of the Debtors nor an affiliate of any such holder.                

Item 2.  Exhibits.                                                              

         The following exhibits are filed herewith (or incorporated by reference
as indicated below):                                                            

         1.       Debtors'  Third  Amended  Second Joint Plan of  Reorganization
                  under  Chapter  11  of  the  United  States   Bankruptcy  Code
                  (incorporated  by reference to Exhibit 2.1 to the Registrant's
                  Annual  Report on Form 10-K for the fiscal year ended June 30,
              1996 (File No. 1-10281) (see Exhibit A included therein)).

 2.       Motion to Approve Technical Amendments to the Debtors'
         Third Amended Second Joint Plan of Reorganization, as
          approved by the United States Bankruptcy Court for the
District of Delaware.                       

         3.       Form  of  Restated   Certificate  of   Incorporation   of  the
                  Registrant  (incorporated  by  reference to Exhibit 2.1 to the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended June 30, 1996 (File No.  1-10281)  (see Schedule 12.7 of
Exhibit A included therein)).               

         4.       Form of By-laws of the Registrant  (incorporated  by reference
                  to Exhibit 2.1 to the Registrant's  Annual Report on Form 10-K
                  for the fiscal  year ended  June 30,  1996 (File No.  1-10281)
       (see Schedule 12.7 of Exhibit A included therein)).

5.       Form of Rights Agreement between the Registrant and  
          Marine Midland Bank, the Rights Agent to be designated
thereunder.                                 

6.       Form of Warrant Agreement between the Registrant and 
           Marine Midland Bank, the Warrant Agent to be designated
thereunder (including the form of Warrant). 

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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.             

                      SMITH CORONA CORPORATION

                        By: s/ John A. Piontkowski
                                     ---------------------------------
                       John A. Piontkowski
                             Senior Vice President and
                               Chief Financial Officer

Date:  January 30, 1997                                                         

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