UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
(Amendment No. 4)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INVESTORS TITLE COMPANY
(Exact name of registrant as specified in its charter)
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North Carolina
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56-1110199
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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121 North Columbia Street
Chapel Hill, North Carolina
(Address of principal executive offices)
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27514
(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Rights to Purchase Series A Junior Participating Preferred Stock
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The NASDAQ Stock Market LLC
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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. ☐
Securities Act registration statement file number to which this form relates: N/A.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Description of Registrant’s Securities to be Registered.
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Reference is hereby made to the Registration Statement on Form 8-A filed by Investors Title Company (the
“Company”) with the Securities and Exchange Commission (
“SEC”) on
November 15, 2002, as
amended by Amendment No. 1 to Form 8-A filed with the SEC on
August 12, 2010, Amendment No. 2 to Form 8-A filed with the SEC on
August 24, 2012, and as amended by Amendment No. 3 to Form 8-A filed with the SEC on
November 2, 2012 (as amended, the
“Registration Statement”). The Registration Statement is hereby
incorporated by reference herein. The response to Item 1 of the Registration Statement is hereby amended to add the following paragraph:
On
September 30, 2022,
the Company entered into an Amended and Restated
Rights Agreement (the
“Amended and Restated Rights Agreement”) with Broadridge Corporate Issuer Solutions,
Inc., as rights agent (the
“Rights Agent”). The Amended and Restated
Rights Agreement amends and restates the
Rights Agreement, dated as of
November 12, 2002, between
the Company and the Rights Agent, as amended and restated on
August 9, 2010,
amended on
August 22, 2010, and amended and restated on
October 31, 2012. The purpose of the Amended and Restated
Rights Agreement is, among other things, to (1) extend the Final Expiration Date of the rights from
October 31, 2022 to
September 30,
2032, (2) increase the Purchase Price from $220 for each one one-hundredth of a Preferred Share to $525 for each one one-hundredth of a Preferred Share, (3) provide certain changes to Section 1(b) of the Amended and Restated
Rights Agreement,
including the addition of a defined term
“Acting in Concert” (as defined in the Amended and Restated
Rights Agreement), which, subject to exception, adds Persons (as defined in the Amended and Restated
Rights Agreement) who knowingly act in concert
or toward a common goal relating to changing or influencing control of
the Company or in connection with or as a participant in any transaction having that purpose or effect to the definition of
“Beneficial Owner” (and related definitions, as defined
in the Amended and Restated
Rights Agreement), where certain demonstrable facts are present, and (4) make certain other technical and conforming changes that
the Company determined were necessary or desirable.
All capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amended and Restated
Rights Agreement.
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, thereto duly authorized.
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INVESTORS TITLE COMPANY
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By:
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Title: President, Principal Financial Officer and Principal Accounting Officer
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