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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
| |
|
|
| DANA CORPORATION |
| |
| (Exact Name of Registrant as Specified in Its Charter) |
| |
|
|
| Virginia
|
|
34-4361040 |
|
|
|
|
| (State of Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
| 4500 Dorr Street, Toledo, Ohio
|
|
43615 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| |
|
|
Title of Each Class
to be so Registered
|
|
Name of Each Exchange on Which
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), please check the following
box. ¨
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), please check the following
box. þ
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:
| |
|
|
| Series A Junior Participating Preferred Stock Purchase Rights |
| |
| (Title of Class) |
Item 1. Description of Registrant’s Securities to be Registered.
Dana Corporation (Dana) has a preferred share purchase rights plan designed to deter coercive
or unfair takeover tactics. The plan, which is described in “Note 2. Preferred Share Purchase
Rights” to the consolidated financial statements in Dana’s annual report on Form 10-K for the
fiscal year ended December 31, 2005, was adopted in 1996 to replace a predecessor rights plan that
had been in effect since 1986 and expired after ten years.
The rights plan is administered under the Rights Agreement, dated as of April 25, 1996, as
amended, between Dana and The Bank of New York, Rights Agent, as successor to Mellon Investor
Services LLC (formerly Chemical Mellon Shareholder Services, L.L.C.). Pursuant to the Rights
Agreement, one right to purchase 1/1000th of a share of Series A Junior Participating Preferred
Stock, no par value, has been issued on each share of Dana’s common stock outstanding on and after
July 25, 1996. Dana registered the rights on a Form 8-A filed on May 1, 1996. A full description
of the rights is contained therein and incorporated herein by reference.
Under certain circumstances, the holder of each right may purchase from Dana the number of
shares of Dana common stock that have a market value of twice the right’s exercise price (in
effect, a 50% discount on the stock). Thereafter, if Dana merges with or sells 50% or more of its
assets or earnings power to an acquirer (as defined in the Rights Agreement) or engages in similar
transactions, any rights not previously exercised (except those held by the acquirer) can be
exercised to purchase from the acquiring company the number of shares of its common stock that have
a market value of twice the right’s exercise price (in effect, a 50% discount on the acquirer’s
stock). This summary is qualified by reference to the Rights Agreement, a copy of which is
attached as Exhibit 1 to the Form 8-A referenced above.
On July 18, 2006, Dana’s Board of Directors adopted an amendment to the Rights Agreement to
extend the Final Expiration Date of the rights (as defined in the Rights Agreement) for ten years.
Consequently, the rights will expire at the close of business on July 25, 2016 (rather than July
25, 2006), unless exercised, redeemed or exchanged sooner. There were no other changes to the
Rights Agreement, apart from conforming the legend on Dana’s share certificates and the
exhibits to the Rights Agreement in a manner consistent with this amendment. This description
of the amendment is qualified in its entirety by reference to the copy of the amendment filed as
Exhibit 4 hereto and incorporated herein by this reference.
Item 2. Exhibits.
| |
|
|
| Exhibit |
|
|
| Number |
|
Exhibit |
4
|
|
Amendment No. 2, effective as of July 18, 2006, to the Rights Agreement, dated
as of April 25, 1996, as amended, by and between Dana and The Bank of New York, Rights
Agent, filed by reference to Exhibit 99.1 to Dana’s Form 8-K filed on July 21, 2006 |
2