Twin Disc Inc – ‘8-A12G’ on 10/15/04

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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      Registration of a Class of Securities                  3     24K 
 2: EX-4        Stock Certificate                                      1      4K 

8-A12G   —   Registration of a Class of Securities
Document Table of Contents

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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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934                                 

Commission File Number 1-7635     

TWIN DISC, INCORPORATED   
(Exact Name of Registrant as Specified in its Charter)      

Wisconsin                                  39-0667110 
(State or Other Jurisdiction of             (I.R.S. Employer    
Incorporation or Organization)          Identification Number)        

1328 Racine Street, Racine, Wisconsin                 53403       
(Address of Principal Executive Office)            (Zip Code)     

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

Title of each class                    Name of exchange on which          
To be registered                    each class is to be registered      
__________NONE_____________             ____________NONE______________          

___________________________             ______________________________          

___________________________             ______________________________          

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. ___                                     

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.(c), check the following. _X_                                     

Securities Act registration statement file number to which this form relates:   
_Not Applicable_ (if applicable)      

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

___________________Common Stock (no par value)_________________________         
(Title of Class)

_________________Preferred Stock Purchase Rights_______________________         
(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT                                  

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

   The authorized capital stock of the Company consists of 15,000,000 shares
of Common Stock, no par value, and 200,000 shares of Preferred Stock, no par    
value.                                                                          

    The following is a summary of the Company's capital stock.  Further detail
can be obtained from the Company's Articles of Incorporation and Bylaws which   
are filed as exhibits to this Form 8-A. The Company is incorporated in the      
state of Wisconsin.                                                             

COMMON STOCK                                                                    

The Company has issued 3,643,630 shares of common stock, __________ of
which are currently held in treasury. Holders of Common Stock are entitled to   
one vote per share on any issue submitted to a vote of the stockholders and do  
not have cumulative voting rights. All shares of Common Stock are entitled to   
share equally in such dividends as the Board of Directors of the Company may,   
in its discretion, declare. Upon dissolution, liquidation, or winding up of     
the Company, holders of Common Stock are entitled to receive on a ratable       
basis, after payment or provision for payment of all debts and liabilities of   
the Company and any preferential amount due with respect to outstanding shares  

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of Preferred stock, all assets of the Company available for distribution, in    
cash or in kind. Holders of shares of Common Stock do not have preemptive or    
other subscription rights, conversion or redemption rights, or any rights to    
share in any sinking fund. All currently outstanding shares of Common Stock are 
fully paid and nonassessable.  However, Section 180.0622(2)(b) of the Wisconsin 
Statutes provides, in part, that shareholders of a Wisconsin corporation are    
personally liable for all debts owing to employees of the corporation for       
services performed for such corporation, but not exceeding six months' service  
in any one case.                                                                

  The Bylaws provide that the Company's Board of Directors will consist of
ten directors, divided into three classes of three, three and four directors.   
Directors serve for three years, with three directors elected at each of two    
annual meetings of shareholders in a three-year cycle, and four directors       
elected at the third annual meeting of shareholders in the three-year cycle.    
Currently, there are ten directors, seven of whom are independent directors.    
The Bylaws provide that any vacancies may be filled until the next succeeding   
election of directors by the affirmative vote of a majority of the remaining    
directors. A vacancy resulting from an increase in the number of directors also 
may be filled by action of the Board of Directors.                              

PREFERRED STOCK                                                                 

    The Company is authorized to issue 200,000 shares of preferred stock, none
of which have been issued.                                                      

Pursuant to the Company's Articles of Incorporation, the Board of     
Directors, from time to time, may authorize the issuance of shares of Preferred 
Stock in one or more series. Each such series may differ from every other       
series in any or all of the following, but not in other respects:               

a)  The rate of dividend which the preferred stock of any such series 
shall be entitled to receive;                                                   

    b) The price at and the terms and conditions upon which such shares may be
redeemed;                                                                       

c)  The amount payable upon such shares in the event of voluntary or  
involuntary liquidation;                                                        

    d)  Sinking fund provisions for the redemption or purchase of such shares;

e)  Terms and conditions upon which such shares may be converted into 
shares of common stock, if the shares of any series are issued with the         
privilege of conversion.                                                        

Holders of common stock and preferred stock of the Company shall be   
entitled to one vote for each share held, on all questions on which             
shareholders of the Corporation are entitled to vote.                           

No stockholder authorization is required for the issuance of shares of
preferred stock unless imposed by then applicable law. Shares of preferred      
stock may be issued for any general corporate purposes, including               
acquisitions.                                                                   

 The Company has designated 50,000 shares of the preferred stock for the
purpose of the Shareholder Rights Plan.                                         

Shareholder Rights Plan (Preferred Stock Purchase Rights)                       

    In 1998, the Company's Board of Directors established a Shareholder Rights
Plan. Pursuant to the shareholder rights plan (the "Rights Plan"), on April 17, 
1998, the Board of Directors declared a dividend distribution, payable to       
shareholders of record at the close of business on June 30, 1998, of one        
Preferred Stock Purchase Right ("Rights") for each outstanding share of Common  
Stock.  The Rights will expire 10 years after issuance, and will be exercisable 
only if a person or group becomes the beneficial owner of 15% or more of the    
Common Stock (or 25% in the case of any person or group which currently owns    
15% or more of the shares or who shall become the Beneficial Owner of 15% or    
more of the shares as a result of any transfer by reason of the death of or by  
gift from any other person who is an Affiliate or an Associate of such existing 
holder or by succeeding such a person as trustee of a trust existing on the     
record date) (an "Acquiring Person"), or 10 business days following the         
commencement of a tender or exchange offer that would result in the offeror     
beneficially owning 25% or more of the Common Stock.  A person who is not an    
Acquiring Person will not be deemed to have become an Acquiring Person solely   
as a result of a reduction in the number of shares of Common Stock outstanding  
due to a repurchase of Common Stock by the Company until such person becomes    
beneficial owner of any additional shares of Common Stock.  Each Right will     

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entitle shareholders who received the Rights to buy one newly issued unit of    
one one-hundredth of a share of Series A Junior Preferred Stock at an exercise  
price of $160, subject to certain anti-dilution adjustments.  The Company will  
generally be entitled to redeem the Rights at $.05 per Right at any time prior  
to 10 business days after a public announcement of the existence of an          
Acquiring Person. In addition, if (i) a person or group accumulates more than   
25% of the Common Stock (except pursuant to an offer for all outstanding shares 
of Common Stock which the independent directors of the Company determine to be  
fair to and otherwise in the best interests of the Company and its shareholders 
and except solely due to a reduction in the number of shares of Common Stock    
outstanding due to the repurchase of Common Stock by the Company), (ii) a       
merger takes place with an Acquiring Person where the Company is the surviving  
corporation and its Common Stock is not changed or exchanged, (iii) an          
Acquiring Person engages in certain self-dealing transactions, or (iv) during   
such time as there is an Acquiring Person, an event occurs which results in     
such Acquiring Person's ownership interest being increased by more than 1%      
(e.g., a reverse stock split), each Right (other than Rights held by the        
Acquiring Person and certain related parties which become void) will represent  
the right to purchase, at the exercise price, Common Stock (or in certain       
circumstances, a combination of securities and/or assets) having a value of     
twice the exercise price.  In addition, if following the public announcement of 
the existence of an Acquiring Person the Company is acquired in a merger or     
other business combination transaction, except a merger or other business       
combination transaction that takes place after the consummation of an offer for 
all outstanding shares of Common Stock that the independent directors of the    
Company have determined to be fair, or a sale or transfer of 50% or more of the 
Company's assets or earning power is made, each Right (unless previously        
voided) will represent the right to purchase, at the exercise price, common     
stock of the acquiring entity having a value of twice the exercise price at the 
time.                                                                           

   The Rights may have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company  
without conditioning the offer on a substantial number of Rights being          
acquired.  However, the Rights are not intended to prevent a take-over,         
but rather are designed to enhance the ability of the Board of Directors to     
negotiate with an acquirer on behalf of all of the shareholders.  In addition,  
the Rights should not interfere with a proxy contest.                           

The Rights should not interfere with any merger or other business     
combination approved by the Board of Directors since the Rights may be redeemed 
by the Company at $.05 per Right prior to 10 business days after the public     
announcement of the existence of an Acquiring Person.                           

Item 2. Exhibits.                                                               

3.1     Restated Articles of Incorporation (Incorporated by reference to        
   Exhibit 3(a) of the Company's Form 10-K for the year ended June 30,
2004, SEC File No. 001-076335)                                  

3.2     Restated Bylaws of Twin Disc, Incorporated (As amended July 30, 2004)   
     (Incorporated by reference to Exhibit 3(b) of the Company's Form 10-K
for the year ended June 30, 2004, SEC File No. 001-07635)       

4(a)    Form of Common Stock Certificate of the Company*                        

4(b)    Form of Rights Agreement dated as of April 17, 1998 by and between the  
    Company and the Firstar Trust Company, as Rights Agent, with Form of
     Rights Certificate. (Incorporated by reference to Exhibit 6(a) of the
Company's Form 10-Q dated May 4, 1998, SEC File No. 001-07635)  

4(c)    Announcement of Shareholder Rights Plan per news release dated          
 April 17, 1998. (Incorporated by reference to Exhibit 6(a) of the
Company's Form 10-Q dated May 4, 1998, SEC File No. 001-07635)  

*  Filed Herewith                                               

     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.               

October 15, 2004                             Twin Disc, Incorporated            
                                   /s/ Christopher J. Eperjesy
                                   ---------------------------
                               Christopher J. Eperjesy
                                           Vice President- Finance & Treasurer
                               Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
Filed on:		10/15/04		3					4,  4/A,  8-K,  8-K/A,  S-8
		7/30/04		3
		6/30/04		3
		6/30/98		2					10-K
		5/4/98		3					10-Q,  8-A12B
		4/17/98		2		3
									List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/05/21  Twin Disc Inc.                    S-8        11/05/21    3:92K                                    RDG Filings/FA