Starrett L S Co – ‘8-A12G/A’ on 5/23/00

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

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Amendment to Registration of a Class of Securities     7     28K 
 2: EX-99       Amended and Restated Right Agreement                  51    206K 

8-A12G/A   —   Amendment to Registration of a Class of Securities
Document Table of Contents

8-A12G/A
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FORM 8-A/A  

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

Amendment to Form 8-A for Registration of Certain Classes of Securities Pursuant
to Section 12(b) or (g) of The Securities Exchange Act of 1934  

THE L.S. STARRETT COMPANY 
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)  

 Massachusetts                     1-367                    04-1866480
--------------------------------------------------------------------------------
(State or Other Jurisdiction        (Commission                (IRS Employer    
     of Incorporation)              File Number)             Identification No.)

121 Crescent Street, Athol, MA 01331  
--------------------------------------------------------------------------------
(Address of principal executive offices)  (Zip Code)  

Amendment No. 1 

 The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Registration Statement on Form 8- 
A, registering its Common Stock Purchase Rights, as follows:                    

Item 1.   Description of Securities to be Registered.                           
------------------------------------------                  

On June 6, 1990, The L.S. Starrett Company (the "Company") declared a 
dividend distribution of one Class A Common stock purchase right (a "Right",    
collectively, the "Rights") for every outstanding share of Class A Common Stock,
par value $1.00 per share (the "Class A Common Stock") of the Company and Class 
B Common Stock, par value $1.00 per share, of the Company (the "Class B Common  
Stock", and together with the Class A Common Stock, collectively the "Common    
Stock").  The distribution was payable on June 18, 1990 (the "Dividend Record   
Date") to the shareholders of record at the close of business on the Dividend   
Record Date.  As of May 23, 2000, the Company amended and restated the Common   
Stock Rights Agreement dated as of June 6, 1990 between the Company and Fleet   
National                                                                        

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Bank f/k/a BankBoston, N.A., f/k/a The First National Bank of Boston as amended 
(the "Amended and Restated Rights Agreement"), which is filed as Exhibit 1      
attached hereto and is incorporated herein by reference. The Amended and        
Restated Rights Agreement contemplates the issuance of one Right for every share
of Common Stock issued between the Dividend Record Date and the Distribution    
Date (as that term is defined below). Each Right entitles the registered holder 
to purchase from the Company one share of Class A Common Stock at a price of    
$92.00 per share (the "Purchase Price"), subject to adjustment.                 

     The Rights will separate from the Common Stock and Rights certificates will
be issued on the Distribution Date.  Unless otherwise determined by a majority  
of the Board of Directors, the Distribution Date will occur on the earlier of   
the tenth business day following (i) the later of (A) 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 (determined
as provided in the Amended and Restated Rights Agreement) of 15% or more of the 
outstanding shares of Class A Common Stock and Class B Common Stock (taken      
together as a single class) (the "Stock Acquisition Date") or such specified or 
unspecified date thereafter which is on or after the Dividend Record Date as may
be determined by the Board and (B) the date on which an executive officer of the
Company has actual knowledge that an Acquiring Person has become such, or (ii)  
the commencement or announcement of an intention to make a tender offer or      
exchange offer that would result in a person or group owning 15% or more of the 
outstanding Class A Common Stock and Class B Common Stock (taken together as a  
single class) or such specified or unspecified date thereafter which is on or   
after the Dividend Record Date as may be determined by the Board (the earlier of
such dates being called the "Distribution Date").  In any event, the Board of   
Directors may delay the distribution of the Rights. Until the Distribution Date 
(or earlier redemption or expiration of the Rights), new Common Stock           
certificates issued after the Dividend Record Date upon transfer or new issuance
of the Company's Common Stock will contain a notation incorporating the Amended 
and Restated Rights Agreement by reference.  Until the Distribution Date (or    
earlier redemption or expiration of the Rights), the surrender for transfer of  
any of the Company's Common Stock certificates outstanding as of the Dividend   
Record Date will also constitute the transfer of the Rights associated with the 
Common Stock represented by such certificate.  As soon as practicable following 
the Distribution Date, if any, separate certificates evidencing the Rights      
("Right Certificates") will be mailed to holders of record of the Company's     
Common Stock as of the close of business on the Distribution Date and such      
separate Right Certificates alone will evidence the Rights.                     

 The Rights are not exercisable until the Distribution Date.  The Rights
will expire on May 23, 2010 (the "Expiration Date"), or the earlier redemption  
of the Rights.                                                                  

    The Purchase Price payable, and the number of shares of the Class A Common
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   
Common Stock, (ii) upon the grant to holders of the                             

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Common Stock of certain rights or warrants to subscribe for shares of the Common
Stock or convertible securities at less than the current market price of the    
Common Stock or (iii) upon the distribution to holders of the Common Stock of   
evidences of indebtedness or assets (excluding regular quarterly cash dividends 
out of the earnings or retained earnings of the Company and dividends payable in
shares of Common Stock) or of subscription rights or warrants (other than those 
referred to above).                                                             

  In the event that, at any time following the Stock Acquisition Date, the
Company were acquired in a merger or other business combination (other than a   
merger described in the following sentence) or 25% or more of its assets or     
earning power were sold, proper provision shall be made so that, except as      
described in the last sentence of this paragraph, each holder of a Right shall  
thereafter have the right to receive, upon the exercise thereof at the then     
current exercise price of the Right, that number of shares of common stock of   
the acquiring company which would have a market value of two times the exercise 
price of the Right.  In the event that, at any time following the Distribution  
Date, (i) the Company were the surviving corporation in a merger with an        
Acquiring Person and its Common Stock were not changed or exchanged, (ii) an    
Acquiring Person engages in one of a number of self-dealing transactions        
specified in the Rights Agreement or (iii) 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%, proper provision shall be   
made so that, except as described in the following sentence, each holder of a   
Right will thereafter have the right to receive upon exercise that number of    
shares of Class A Common Stock (or, in certain circumstances, cash, property or 
other securities of the Company) having a market value of two times the exercise
price of the Right.  Following the occurrence of any of the events described in 
this paragraph (as defined in the Amended and Restated Rights Agreement, a      
"Common Stock Event"), any Rights that are, or (under certain circumstances     
specified in the Amended and Restated Rights Agreement) were, beneficially owned
by any Acquiring Person (or any affiliates of any Acquiring Person) shall       
immediately become null and void.                                               

The Board may, at its option, at any time after any person becomes an 
Acquiring Person, exchange all or part of the then outstanding and exercisable  
Rights for shares of Class A Common Stock at an exchange ratio of one share of  
Class A Common Stock per Right, appropriately adjusted to reflect any stock     
split, stock dividend or similar transaction occurring after the date of        
declaration of the Rights dividend (such exchange ratio being hereinafter       
referred to as the "Exchange Ratio").  The Board, however, may not effect an    
exchange at any time after any person (other than the (i) Company, (ii) any     
subsidiary of the Company, or (iii) any employee benefit plan of the Company, of
any such Subsidiary of the Company, or of any entity holding Common Stock for or
pursuant to the terms of any such plan), together with all affiliates of such   
person, becomes the beneficial owner of 50% or more of the Class A Common Stock 
and Class B Common Stock (taken together as a single class)  then outstanding.  
Immediately upon the action of the Board ordering the exchange of any Rights and
without any further action and without any notice, the right to exercise such   
Rights will terminate and the only right thereafter of a holder of such Rights  
will be to receive that                                                         

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number of shares of Class A Common Stock equal to the number of such Rights held
by the holder multiplied by the Exchange Ratio.                                 

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

At any time prior to earlier of (i) the Distribution Date or (ii) the 
Expiration Date, the directors of the Company, by majority vote, may redeem the 
Rights at a redemption price of $.01 (the "Redemption Price"), as described in  
the Amended and Restated Rights Agreement. Immediately upon the action of the   
directors of the Company electing to redeem the Rights, the right to exercise   
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.                                                   

If not previously exercised or redeemed, the Rights will expire on the
Expiration Date. 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 dividends.                                      

   Any of the provisions of the Amended and Restated Rights Agreement may be
amended by the Company prior to the Distribution Date.  After the Distribution  
Date, the provisions of the Amended and Restated Rights Agreement may be amended
by the Company without approval of the holders of the Rights in order to cure   
any ambiguity, to correct or supplement any provision which may be defective or 
inconsistent, to make changes which do not adversely affect the interests of    
holders of Rights (excluding the interests of any Acquiring Person or its       
affiliates) to shorten or lengthen any time period under the Amended and        
Restated Rights Agreement, including, without limitation, the redemption period 
or to reduce the Purchase Price in order that certain transactions will not be  
taxable.                                                                        

     While the distribution of the Rights will not be taxable to stockholders or
the Company and the Company believes that separation of the Rights on the       
Distribution Date should not be so taxable, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become     
exercisable for Class A Common Stock (or other property) of the Company or for  
common stock of the acquiring Company as set forth above.                       

   As of March 25, 2000, there were 5,071,221 shares of Class A Common Stock
outstanding which received one Right and 1,523,856 shares of Class B Common     
Stock outstanding which received one Right. Each share of Common Stock issued   
thereafter will receive one Right. In addition, the Company must at all times   
reserve a sufficient number of shares of Class A Common Stock for issuance upon 
conversion of Class B Common Stock. As long as the Rights are attached to the   
Common Stock, the Company will issue one Right with each newly issued share of  
Common Stock, including any such shares which may be issued                     

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pursuant to employee benefit plans, so that all shares of Common Stock          
outstanding on the Distribution Date will have attached Rights. The Company has 
reserved 5,966,840 shares of Class A Common Stock for issuance upon exercise of 
the Rights.                                                                     

     The Rights may be deemed to have certain anti-takeover effects.  The Rights
will cause substantial dilution to a person or group that attempts to acquire   
the Company on terms not approved by the directors of the Company, except       
pursuant to an offer conditioned on a substantial number of Rights being        
acquired.                                                                       

     The foregoing description of the Rights does not purport to be complete and
therefore is qualified in its entirety by reference to the Amended and Restated 
Rights Agreement which has been filed as an exhibit to this Form 8-A.           

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

Item 2 is hereby amended to include the following as an exhibit to the
registration statement:                                                         

Exhibit                                                                         
-------                                                                         

     A.   Amended and Restated Rights Agreement dated as of May 23, 2000 between
the Company and Fleet National Bank, as Rights Agent.       

   B.   Form of Rights Certificate (attached as Exhibit A to the Amended and
    Restated Rights Agreement). Pursuant to the Amended and Restated
          Rights Agreement, printed Rights Certificates will not be mailed until
        the Distribution Date (as defined in the Amended and Restated Rights
Agreement).                                                 

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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 amendment to be signed on its      
behalf by the undersigned, thereunto duly authorized.                           

     THE L.S. STARRETT COMPANY

          By:  /s/ Roger Wellington, Jr.
               -------------------------
            Title:   Chief Financial Officer

Dated:  May 23, 2000                                                            

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EXHIBIT INDEX 

The following designated exhibits are filed herewith:                 

                                                     Page Number
                                                     -----------
Exhibit                                                                         
-------                                                                         

1.   Amended and Restated Rights Agreement dated as of                          
May 23, 2000 ("Amended and Restated Rights                            
Agreement") between the Company and Fleet National                    
Bank, as Rights Agent.                                                

2.   Form of Rights Certificate (attached as Exhibit A to                       
the Amended and Restated Rights Agreement).                           
Pursuant to the Amended and Restated Rights                           
Agreement, printed Rights Certificates will not be                    
mailed until the Distribution Date (as defined in the                 
Amended and Restated Rights Agreement).                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
		5/23/10		2
Filed on:		5/23/00		1		7			8-K
		3/25/00		4					10-Q
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