Amendment to Registration Statement for a Class of Securities — Form 8-A — § 12(b) – SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-A12B/A Amendment to Registration Statement for a Class of HTML 23K Securities
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 7K
‘8-A12B/A’ — Amendment to Registration Statement for a Class of Securities
(Exact name of registrant as specified in its charter)
Delaware
36-2678171
(State or other jurisdiction
(I.R.S.
Employer
of incorporation)
Identification No.)
307 North Michigan Avenue
Chicago
Illinois
60601
(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 registered
each class is to be registered
Rights to Purchase Preferred Stock
New York Stock Exchange
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 x
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 o
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o
Securities Act Registration statement file number to which this form relates: Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable
1
This Amendment No. 5 hereby amends the registration
statement on Form 8-A filed by Old Republic International Corporation (the “Company”) with the Securities and Exchange Commission on March 4, 1988, as amended by Amendment No. 1 filed on May 30, 1997, Amendment No. 2 filed on June 20, 2007, Amendment No. 3 filed on November 19, 2007, and Amendment No. 4 filed on August 29, 2017 (the “Registration Statement”).
Item 1. Description of Registrant’s Securities to be Registered.
On August 18, 2022the
Company and Equiniti Trust Company, as successor to Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”), entered into the fifth amendment (the “Amendment”) to the Amended and Restated Rights Agreement dated as of June 26, 1987, and amended by Amendment No. 1 dated May 15, 1997, Amendment No. 2 dated June 26, 2007, Amendment No. 3 dated November 19, 2007, and Amendment No. 4 dated June 26, 2017 (as amended, the “Rights Agreement”).
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit
4.1 to this registration statement.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the Company’s registration statement on Form 8-A to be signed on its behalf by the undersigned, thereunto duly authorized.
