Watts Water Technologies Inc – ‘8-A12B’ on 6/22/95

As of:  Thursday, 6/22/95   ·   Accession #:  795403-95-19   ·   File #:  1-11499

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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      Registration of a Class of Securities                  6±    26K 

Document Table of Contents

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               

Watts Industries, Inc.                
(Exact name of registrant as specified in its charter)                

Delaware                          04-2916536                  
(State of incorporation or organization)  (I.R.S. Employer                      
                         Identification No.)

815 Chestnut Street                                                       
North Andover, Massachusetts                          01845                     
(Address of principal executive offices)            (Zip Code)                  

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

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

Class A Common Stock, $.10 par value     New York Stock Exchange                

Securities to be registered pursuant to Section 12(g) of the Act:     None      

INFORMATION REQUIRED IN REGISTRATION STATEMENT                

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

The description of the Class A Common Stock, par value $.10           
per share ("Class A Common Stock"), of Watts Industries, Inc.                   
(the "Company") is as follows:                                                  

Authorized and Outstanding Capital Stock                                        

The authorized capital stock of the Company consists of               
80,000,000 shares of Class A Common Stock, 25,000,000 shares of                 
Class B Common Stock, par value $.10 per share ("Class B Common                 
Stock," and together with the Class A Common Stock, "Common                     
Stock"), and 5,000,000 shares of undesignated preferred stock,                  
par value $.10 per share (the "Preferred Stock"), which Preferred               
Stock is issuable in series by the Board of Directors.                          

Class A Common Stock and Class B Common Stock                                   

Voting                                                                

Each share of Class A Common Stock is entitled to one vote            
on all matters submitted to stockholders and each share of Class                
B Common Stock is entitled to ten votes on all such matters.                    
Except for issuances of Class B Common Stock, certain charter                   
amendments and as otherwise provided by law, all actions                        
submitted to a vote of stockholders are voted on by the holders                 
of Class A Common Stock and Class B Common Stock voting as a                    
single class.                                                                   

Holders of Common Stock are not entitled to cumulative                
voting rights.  The holders of Common Stock have no preemptive or               
other subscription rights, and there are no redemption or sinking               
fund provisions or, except as provided below with respect to                    
Class B Common Stock, conversion rights with respect to the                     
Common Stock.  All outstanding shares of  Common Stock are fully                
paid and non-assessable.                                                        

At June 20, 1995, the Class B Common Stock represented                
approximately 38.5% of the Company's outstanding equity, but at                 
that date had approximately 86.2% of the combined voting power of               
the Company's outstanding Class A Common Stock and Class B Common               
Stock.  At June 20, 1995, substantially all of the outstanding                  
shares of Class B Common Stock were held, directly or indirectly,               
by the Horne family.  By reason of such voting power, the holders               
of Class B Common Stock have the ability to elect all of the                    
Directors of the Company and to approve or disapprove                           
acquisitions, mergers, consolidations and similar extraordinary                 
transactions requiring a vote of stockholders (other than actions               
which require separate votes of the Class A Common Stock and                    
Class B Common Stock, including amendments to the provisions of                 
the Company's Restated Certificate of Incorporation, as amended                 
(the "Certificate"), relating to the Company's capitalization and               
issuances of Class B Common Stock other than in connection with                 
stock dividends or stock splits).  The holders of Class B Common                
Stock will continue to have such power as long as they hold Class               
B Common Stock constituting at least 9.1% of the total number of                
outstanding shares of Class A Common Stock and Class B Common                   
Stock.  A more detailed description of the ownership of the Class               
B Common Stock is contained in the Company's Proxy Statement                    
relating to its Annual Meeting of Stockholders.                                 

The voting rights of the Class B Common Stock may make the            
Company less attractive as the potential target of a hostile                    
tender offer or other proposal to acquire the stock or business                 
of the Company, and merger proposals and proxy contests will be                 
rendered more difficult, even if such actions would be in the                   
best interests of the holders of the Class A Common Stock.                      
Accordingly, increases in the market price of the Class A Common                
Stock, temporary or otherwise, which might result from actual or                
rumored takeover attempts, may be inhibited.                                    

Dividends and Other Distributions                                     

The holders of Class A Common Stock and Class B Common Stock          
are entitled to receive ratably such dividends as may be declared               
by the Board of Directors out of funds legally available                        
therefor, provided that stock dividends, if any, must be paid in                
shares of the respective class. If Preferred Stock were to be                   
issued with a preference over the Class A Common Stock and Class                
B Common Stock as to dividends, it could impact the dividend                    
rights of holders of Common Stock.  In the event of a                           
liquidation, dissolution or winding up of the Company, holders of               
Class A Common Stock and Class B Common Stock have the right to a               
ratable portion of the assets remaining after payment of all                    
liabilities and any liquidation preferences of outstanding                      
Preferred Stock, if any.                                                        

Transferability of Class B Common Stock                               

Shares of Class B Common Stock are not transferable without           
causing a conversion of such shares into Class A Common Stock on                
a share-for-share basis, except for transfers by a stockholder to               
or among such stockholder's spouse, certain of such stockholder's               
relatives, certain trusts, including voting trusts, established                 
for their benefit, certain charitable foundations and trusts,                   
corporations and partnerships owned by such stockholder and such                
stockholder's permitted transferees, and such stockholder's                     
estate ("Permitted Transferees").  Accordingly, there is no                     
trading market for shares of the Class B Common Stock and the                   
Class B Common Stock is not listed or traded on any exchange or                 
in any market.  Class B Common Stock is, however, convertible at                
all times, and without cost to the stockholder, into shares of                  
Class A Common Stock on a share-for-share basis, and converts                   
automatically into Class A Common Stock upon any transfer other                 
than to a Permitted Transferee.                                                 

Issuances, Retirement and Conversion of Class B Common Stock          

Except with respect to stock splits and stock dividends, the          
Company may not issue any additional shares of Class B Common                   
Stock without the approval of a majority of the votes of the                    
outstanding shares of Class B Common Stock and Class A Common                   
Stock voting as separate classes.  Accordingly, an acquisition to               
be accounted for as a pooling of interests will require such a                  
separate class vote.  The Board of Directors may issue shares of                
authorized but unissued Class A Common Stock and Preferred Stock                
without further stockholder action.  All shares of Class B Common               
Stock converted into Class A Common Stock will be retired and,                  
except as described above, will not be reissued.  If at any time                
the number of outstanding shares of Class B Common Stock falls                  
below 5% of the aggregate number of outstanding shares of Common                
Stock, the outstanding shares of Class B Common Stock will be                   
automatically converted into shares of Class A Common Stock on a                
share-for-share basis.                                                          

Preferred Stock                                                                 

The Company is authorized to issue up to 5,000,000 shares of          
Preferred Stock which may be issued from time to time in one or                 
more series.  The Board of Directors is authorized to determine                 
the rights, preferences, privileges and restrictions, including                 
the dividend rights, conversion rights, voting rights (which may                
not exceed one vote per share), terms of redemption (including                  
sinking fund provisions, if any), redemption price or prices, and               
liquidation preferences of any series of Preferred Stock and to                 
fix the number of shares of any such series without any further                 
vote or action by the stockholders.  The purpose of authorizing                 
the Board of Directors to issue Preferred Stock is, in part, to                 
eliminate delays associated with a stockholder vote on specific                 
issuances. The issuance of Preferred Stock could have the effect                
of making it more difficult for a third party to acquire, or                    
discouraging the acquisition of, a significant portion of the                   
outstanding stock of the Company.                                               

The Board of Directors may in the future resolve to issue             
shares of Preferred Stock or rights to acquire such shares, to                  
implement a shareholder rights plan which creates voting or other               
impediments or under which shares are distributed to a third-                   
party investor, to a group of investors or stockholders or issued               
to an employee stock ownership plan to discourage persons seeking               
to gain control of the Company by means of a merger, tender                     
offer, proxy contest or otherwise if such change in control is                  
not in the best interest of the Company and its stockholders.                   

Certain Provisions of Certificate and By-laws                                   

General                                                               

A number of provisions of the Company's Certificate and               
Amended and Restated By-laws ("By-laws") concern matters of                     
corporate governance and the rights of stockholders.  Certain of                
these provisions, as well as the existence of the superior voting               
rights of the Class B Common Stock and the ability of the Board                 
of Directors to issue shares of Preferred Stock and to set the                  
voting rights, preferences and other terms thereof, may                         
discourage or make more difficult a merger, tender offer or proxy               
contest and could delay or frustrate the removal of incumbent                   
Directors or the assumption of control by stockholders, even if                 
such event could be favorable to the interests of stockholders.                 
To the extent takeover attempts are discouraged, temporary                      
fluctuations in the market price of the Class A Common Stock,                   
which may result from actual or rumored takeover attempts, may be               
inhibited.                                                                      

Meetings of Stockholders                                              

The Company's By-laws provide that a special meeting of               
stockholders may be called only by the Board of Directors unless                
otherwise required by law.  The Company's By-laws provide that                  
only those matters set forth in the notice of the special meeting               
may be considered or acted upon at that special meeting, unless                 
otherwise provided by law.  In addition, the Company's By-laws                  
set forth certain advance notice and informational requirements                 
and time limitations on any Director nomination or any new                      
business which a stockholder wishes to propose for consideration                
at an annual meeting of stockholders.                                           

Amendment of Certificate                                              

The Certificate provides that a separate class vote of the            
Class A Common Stock and Class B Common Stock is required for                   
amendments to the Certificate relating to the  Company's                        
capitalization and issuances of Class B Common Stock other than                 
in connection with stock dividends or stock splits.                             

Amendment of By-laws                                                  

The By-laws provide that they may be amended or repealed by           
the Board of Directors or by the stockholders.  Such action by                  
the Board of Directors requires the affirmative vote of a                       
majority of the Directors then in office.  Such action by the                   
stockholders requires the affirmative vote of the holders of a                  
majority of the voting power of the Class A Common Stock and                    
Class B Common Stock, voting together as a single class.                        

Statutory Business Combination Provision                                        

The Company is subject to the provisions of Section 203 of            
the Delaware General Corporation Law ("Section 203") which                      
provides, with certain exceptions, that a Delaware corporation                  
may not, unless certain conditions are met, engage in any of a                  
broad range of business combinations with a person or affiliate,                
or associate of such person, who is an "interested stockholder"                 
(as defined in Section 203) for a period of three years from the                
date that such person became an interested stockholder.                         

A corporation may, at its option, exclude itself from the             
coverage of Section 203 by amending its certificate of                          
incorporation or by-laws by action of its stockholders to exempt                
itself from coverage, provided that such by-law or charter                      
amendment shall not become effective until 12 months after the                  
date it is adopted.  Neither the Certificate nor the By-laws                    
contains any such exclusion.                                                    

Item 2.  Exhibits                                                               

The Class A Common Stock described herein is to be                    
registered on the New York Stock Exchange, on which no other                    
securities of the Registrant are registered.  Accordingly, all                  
exhibits required in accordance with Part II to the Instructions                
as to Exhibits on Form 8-A have been duly filed with the New York               
Stock Exchange.                                                                 

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.                                           

  Watts Industries, Inc.

 By:   /s/ Kenneth J. McAvoy
   Kenneth J. McAvoy
          Chief Financial Officer,
         Treasurer and Secretary

Dated: June 22, 1995                                                            

Dates Referenced Herein

This ‘8-A12B’ Filing		Date		Other Filings
Filed on:		6/22/95		None on these Dates
		6/20/95
				List all Filings

1 Subsequent Filing that References this Filing

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

 4/05/21  Watts Water Technologies Inc.     S-3ASR      4/05/21    7:1.2M                                   Toppan Merrill/FA