Applied Industrial Technologies Inc – ‘8-A12B’ on 7/20/98

As of:  Monday, 7/20/98   ·   Accession #:  950152-98-6048   ·   File #:  1-02299

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

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Applied Industrial Technologies Form 8-12B             6     25K 
 2: EX-1        Underwriting Agreement                                53    199K 

8-A12B   —   Applied Industrial Technologies Form 8-12B
Document Table of Contents

8-A12B
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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

 APPLIED INDUSTRIAL TECHNOLOGIES. INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                                    
                      Ohio                                                   34-0117420             
----------------------------------------------------------------------------------------------------
      (State of Incorporation or Organization)                              (IRS Employer           
                                                                          Identification No.)       

              One Applied Plaza                                                                     
               Cleveland, Ohio                                                           44115      
----------------------------------------------------------------------------------------------------
    (Address of principal executive offices)                                           (Zip Code)   

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

                                       Name of each exchange
  Title of each class                   on which each class is
to be so registered                   to be registered    
  -------------------                   ----------------------

   Preferred Stock Purchase              New York Stock Exchange
Rights                                                

If this Form relates to the registration of a class of debt securities and is   
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [BOX]                                                            

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

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

None
--------------------------------------------------------------------------------
(Title of Class)

8-A12B
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Item 1.        Description of Securities To Be Registered.                  

        On January 15, 1998, the Board of Directors of Applied
  Industrial Technologies, Inc. (the "Company") declared a dividend distribution
 of one Right for each share of Company Common Stock to shareholders of record
at the close of business on February 2, 1998. Each Right entitles the       
  registered holder to purchase from the Company one one-hundredth of a share of
 Series A Participating Preferred Stock, no par value (the "Preferred Stock"),
at a Purchase Price of $150.00 per one one-hundredth of a share, subject to 
adjustment. The description and terms of the Rights are set forth in the    
  Rights Agreement (the "Rights Agreement") between the Company and Harris Trust
and Savings Bank, as Rights Agent.                                          

            Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights   
Certificates will be distributed. The Rights will separate from the Common  
  Stock and a "Distribution Date" will occur upon the earlier of (i) 10 business
days following a public announcement that a person or group of affiliated or
  associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding shares of
  Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days (or such
later date as the Board of Directors shall determine) following the         
  commencement of a tender offer or exchange offer that would result in a person
  or group beneficially owning 20 % or more of such outstanding shares of Common
Stock. Until the Distribution Date, (i) the Rights will be evidenced by the 
Common Stock certificates and will be transferred with and only with such   
Common Stock certificates, (ii) new Common Stock certificates issued after  
  February 2, 1998 will contain a notation incorporating the Rights Agreement by
  reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
  with the Common Stock represented by such certificates. Pursuant to the Rights
Agreement, the Company 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.                                                             

     The Rights are not exercisable until the Distribution Date and will
  expire at the close of business on January 15, 2008 unless earlier redeemed by
the Company as described below.                                             

            As soon as practicable after the Distribution Date, Rights
  Certificates will be mailed to holders of record of the 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 otherwise    
 determined by the Board of Directors, only shares of Common Stock outstanding
prior to the Distribution Date will be issued with Rights.                  

              In the event that an Acquiring Person becomes the beneficial
owner of 20% or more of the then outstanding shares of Common Stock (unless 
such acquisition is made pursuant to a tender or exchange offer for all     
outstanding shares of the Company, upon terms and conditions determined by a
majority of the Continuing Directors (as defined below) to be in the best   
interests of the Company and its shareholders (a "Qualifying Offer")), each 
holder of a Right will thereafter have the right to receive, upon exercise, 
  Common Stock (or, in certain circumstances, cash, property or other securities
of the Company), having a value equal to two times the Exercise Price of the
 Right. The Exercise Price is the Purchase Price times the number of shares of
 Common Stock associated with each Right (initially, one). Notwithstanding any
of 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 Acquiring Person will be
null and void.                                                              

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8-A12B
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                For example, at an exercise price of $50 per Right, each Right
 not owned by an Acquiring Person (or by certain related parties or transferees)
following the event set forth in the preceding paragraph would entitle its    
 holder to purchase $100 worth of Common Stock (or other consideration, as noted
above) for $50. Assuming that the Common Stock had a per share market price of
$10 at such time, the holder of each valid Right would be entitled to purchase
10 shares of Common Stock for $50.                                            

               In the event that at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or business combination         
 transaction in which the Company is not the surviving corporation (other than a
merger consummated pursuant to a Qualifying Offer); (ii) the Company is the   
surviving corporation in a consolidation or merger pursuant to which all or   
part of the outstanding shares of Common Stock are changed or exchanged for   
 stock or other securities of any other person or cash or any other property; or
(iii) more than 50% of the combined assets or earning power is sold or        
transferred (in each case other than certain consolidations with, mergers with
and into, or sales of assets or earning power by or to subsidiaries of the    
Company as specified in the Rights Agreement), each holder of a Right (except 
Rights which have previously been voided as set forth above) shall thereafter 
 have the right to receive, upon exercise thereof, Common Stock of the acquiring
company having a value equal to two times the Exercise Price of the Right. The
events described in this paragraph and in the second preceding paragraph are  
referred to as the "Triggering Events. "                                      

           The Purchase Price payable, the number and kind of shares
covered by each Right and the number of Rights outstanding 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 securities convertible 
into Preferred Stock 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, cash (excluding regular quarterly cash dividends), 
assets (other than dividends payable in Preferred Stock) or of subscription   
rights or warrants (other than those referred to in (ii) immediately above).  

               With certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the    
Purchase Price. No fractional shares of Preferred Stock are required to be    
issued (other than fractions which are integral multiples of one one-hundredth
of a share of Preferred Stock) and, in lieu thereof, the Company may          
make an adjustment in cash based on the market price of the Preferred Stock on
the last trading date prior to the date of exercise.                          

         At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (payable in cash, shares of Common Stock or other
consideration deemed appropriate by the Board of Directors). Immediately upon 
the 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 $.01 redemption price.                                            

                 The term "Continuing Director" means any member of the Board of
 Directors of the Company who was a member of the Board prior to the date of the
Rights Agreement, and any person who is subsequently elected to the Board if  
such person is recommended or approved by a majority of the Continuing        
Directors, but shall not include an Acquiring Person, or an affiliate or      
associate of an Acquiring Person, or any representative of the foregoing      
entities.                                                                     

               Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive                                               

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8-A12B
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dividends. While the distribution of the Rights will not be taxable to        
shareholders or to the Company, shareholders may, depending upon the          
circumstances, recognize taxable income in the event that the Rights become   
exercisable for Common Stock (or other consideration) of the Company as set   
forth above or in the event that the Rights are redeemed.                     

                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 the Board of Directors of the Company prior to the Distribution    
Date. After the Distribution Date, the provisions of the Rights Agreement may 
be amended by the Board in order to cure any ambiguity, to make changes which 
do not adversely affect the interests of holders of Rights 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. Under certain circumstances, the Board 
of Directors may amend the Rights Agreement to increase the Purchase Price or 
extend the Final Expiration Date.                                             

                 The form of Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights, which includes as Exhibit B the form
of Rights Certificate, is attached hereto as Exhibit 1 and is incorporated    
herein by reference. The foregoing description of the Rights does not purport 
to be complete and is qualified in its entirety by reference to such Exhibit. 

Item 2. Exhibits.                                                             
---------                                                     

Exhibit No.                  Description                                      
-----------                  -----------                                      

    1                        Form of Rights Agreement, dated as of February 2,
                          1998, between Applied Industrial Technologies,
                             Inc. and Harris Trust and Savings Bank, as Rights
                          Agent, which includes as Exhibit B thereto the
       Form of Rights Certificate.

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8-A12B
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 SIGNATURE

Pursuant to be 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.                         

 APPLIED INDUSTRIAL TECHNOLOGIES, INC.

Date: July 16, 1998        By: /s/ John R. Whitten                              
      --------------------------

Name:  John R. Whitten    
        ------------------------

                     Title: Vice President-Chief Financial Officer &
Treasurer   
                           -----------------------------------------

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8-A12B
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 EXHIBIT INDEX

Exhibit No.                 Description                                       
-----------                 -----------                                       

   1                       Form of Rights Agreement, dated as of February 2,
                             1998, between Applied Industrial Technologies, Inc.
                             and Harris Trust and Savings Bank, as Rights Agent,
                         which includes as Exhibit B thereto the Form of
Rights Certificate.   

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		1/15/08		2					4
Filed on:		7/20/98
		7/16/98		5
		2/2/98		2		6
		1/15/98		2
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