Matrix Service Co – ‘8-A12B’ on 11/9/99

On:  Tuesday, 11/9/99   ·   Accession #:  930661-99-2522   ·   File #:  1-15461

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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      Form 8-A                                               3     12K 
 2: EX-1        Rights Agreement                                      56    246K 
 3: EX-2        Press Release Dated Nov. 3, 1999                       1      7K 

8-A12B   —   Form 8-A
Document Table of Contents

8-A12B
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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 

Matrix Service Company  
--------------------------------------------------------------------  
(Exact name of registrant as specified in its charter)  

 Delaware                                 73-1352174
--------------------------                  ----------------------
(State of incorporation or organization)      (IRS Employer Identification No.) 

10701 E. Ute Street                                         
Tulsa, Oklahoma                                 74116   
---------------------------------               -----------------------   
(Address of principal executive offices)                  (Zip Code)            

If this form relates to the                 If this form relates to the         
registration of a class of                  registration of a class of          
securities pursuant to                      securities pursuant to              
Section 12(b) of the Exchange Act           Section 12(g) of the Exchange Act   
and is effective pursuant to General        and is effective pursuant to General
Instruction A.(c), please check the         Instruction A.(d), please check the 
following box.  [X]                         following box.  [  ]                

Securities Act registration statement file number to which                      
this form relates: _________________________                                    
(If applicable)                   

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

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

Preferred Share Purchase Rights                     Nasdaq National Market      
-------------------------                        ----------------------   

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

--
--------------------------------------- 
Title of class
--
--------------------------------------- 
Title of class

8-A12B
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ITEM 1.        DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.         

     On November 2, 1999, Matrix Service Company (the "Company") announced
the declaration of a dividend distribution of one right (a "Right") for each    
share of Common Stock, par value $.01 per share (the "Common Shares"), of the   
Company outstanding at the close of business on November 12, 1999 (the "Record  
Date"), pursuant to the terms of a Rights Agreement, dated as of November 2,    
1999 (the "Rights Agreement"), between the Company and UMB Bank, N.A., as Rights
Agent.  The Rights Agreement also provides, subject to specified exceptions and 
limitations, that Common Shares issued or delivered by the Company after the    
Record Date will also be entitled to and accompanied by Rights. The Rights are  
in all respects subject to and governed by the provisions of the Rights         
Agreement, a copy of which (including all exhibits thereto) is filed as Exhibit 
1 hereto and incorporated herein by this reference. A summary description of the
Rights is set forth in Exhibit C to the Rights Agreement.                       

ITEM 2.        EXHIBITS.                                                        

       The Exhibits to this report are listed in the Index to Exhibits set
forth elsewhere herein.                                                         

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.               

                  MATRIX SERVICE COMPANY

                   By: /s/ Micheal J. Hall
                               ---------------------------
                         Name: Michael J. Hall
                                 Title: Vice President and CFO

Dated: November 4, 1999                                                         

-2- 

8-A12B
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INDEX TO EXHIBITS 

EXHIBIT                                                           
NUMBER      Description                                           
------      ------------                                          

1         Rights Agreement (including a Form of Certificate of
                  Designation of Series B Junior Participating Preferred Stock
                  as Exhibit A thereto, a Form of Right Certificate as Exhibit
                   B thereto and a Summary of Rights to Purchase Preferred Stock
as Exhibit C thereto)                     

2         Press release, dated November 3, 1999               

-3- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		11/12/99		2
Filed on:		11/9/99							8-K
		11/4/99		2
		11/3/99		3					8-K
		11/2/99		2
									List all Filings