UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
TRANSPRO, INC.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 34-1807383
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
100 GANDO DRIVE, NEW HAVEN, CONNECTICUT 06513
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |X| box. [ ]
Securities Act registration statement file number to which this form relates: N/A
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(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
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COMMON STOCK, PAR VALUE $.01 PER SHARE AMERICAN STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Although Transpro, Inc. (the "company") common stock, par value $.01
per share, is the only class of securities to be registered in this registration
statement, certain information about the authorized preferred stock and the
Series B Preferred Stock is provided below because it is possible that the
rights of these securities may limit or qualify the rights evidenced by, or
amounts payable with respect to the common stock. The following statements
relating to the capital stock of the company are summaries and do not purport to
be complete. Reference is made to the more detailed provisions of, and such
statements are qualified in their entirety by reference to, the Restated
Certificate of Incorporation (the "Certificate") and the By-Laws of the company.
COMMON STOCK
The company is authorized to issue 17,500,000 shares of common stock,
par value $.01 per share. Holders of common stock are entitled to one vote per
share with respect to all matters required by law to be submitted to holders of
common stock. The common stock does not have cumulative voting rights. The
Certificate provides that no action required to be taken or that may be taken at
an annual or special meeting of stockholders may be taken by written consent in
lieu of a meeting of stockholders.
Subject to the prior rights of holders of preferred stock, holders of
the common stock will be entitled to receive such dividends as may be lawfully
declared by the Board of Directors of the company. Pursuant to the Loan and
Security Agreement, dated January 4, 2001, as amended, between the company and
Congress Financial Corporation (New England), an affiliate of First Union
National Bank, the company is currently prohibited from paying common stock
dividends. Upon any dissolution, liquidation or winding up of the company,
whether voluntary of involuntary, holders of the common stock are entitled to
share ratably in all assets remaining after the liquidation payments have been
made on all outstanding shares of preferred stock.
The common stock does not have any preemptive, subscription or
conversion rights. Under the company's Certificate, the Board of Directors has
the authority to issue up to 10,352,041 additional shares of common stock, as of
September 30, 2003. The company believes that the Board's ability to issue
additional shares of common stock could facilitate certain financings and
acquisitions and provide a means for meeting other corporate needs that might
arise. The authorized but unissued shares of common stock are available for
issuance without further action by the company's stockholders, unless
stockholder action is required by applicable law or the rules of any stock
exchange or system on which the common stock may then be listed. The Board's
ability to issue additional shares of common stock could, under certain
circumstances, either impede or facilitate the completion of a merger, tender
offer or other takeover attempt.
The holders of common stock are currently entitled to certain rights
under the company's stockholder rights plan. See "Stockholder Rights Plan,"
below for additional information regarding these rights.
Other Securities That May Limit or Qualify Rights of the Common Stock
Preferred Stock. The company is authorized to issue up to 2,500,000
shares of preferred stock, par value $.01 per share without further stockholder
approval. The shares of preferred stock may be issued in one or more series,
with the number of shares of each series and the rights, preferences and
limitations of each series to be determined by the Board of Directors. Among the
specific matters that may be determined by the Board of Directors are dividend
rights, if any, redemption rights, if any, the terms of a sinking or purchase
fund, if any, the amount payable in the event of any voluntary liquidation,
dissolution or winding up of the affairs of the company, conversion rights, if
any, and voting powers, if any.
The issuance of shares of preferred stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of preferred stock might impede
a business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock.
Although the Board of Directors is required to make any determination
to issue such stock based on its judgment as to the best interests of the
stockholders of the company, the Board of Directors could act in a manner that
would discourage an acquisition attempt or other transaction that some, or a
majority, of the stockholders might believe to be in their best interests or in
which stockholders might receive a premium for their stock over the then market
price of such stock. The Board of Directors does not at present intend to seek
stockholder approval prior to any issuance of currently authorized stock, unless
otherwise required by law or stock exchange rules. The company has no present
plans to issue any preferred stock. The company has, however, designated a
series of preferred stock as Series A Junior Participating Preferred Stock (the
"Series A Preferred Stock") in connection with its stockholder rights plan. See
"Stockholder Rights Plan," below
Series B Preferred Stock. In connection with the acquisition of
Ready-Aire, the company authorized and issued 30,000 shares of Transpro, Inc.
Series B Convertible Preferred Stock ("Series B Preferred Stock"). The Series B
Preferred Stock is non-transferable and is entitled to cumulative dividends of
5% per annum and is entitled to a $100.00 per share preference over common stock
payable in the event of any voluntary liquidation, dissolution or winding up of
the affairs of the company. It is convertible into common stock and is
redeemable at the liquidation preference at the time of redemption. The Series B
Preferred Stock is convertible into common stock based upon the liquidation
preference and the market value of common stock at the time of conversion, as
further defined in the applicable purchase agreement. The aggregate number of
shares of common stock to be issued upon conversion of preferred stock may not
exceed 7% of the total number of shares of common stock outstanding, after
giving effect to the conversion. At September 30, 2003 there were 12,781 shares
of Series B Preferred Stock issued and outstanding.
Stockholder Rights Plan. On September 14, 1995, the Board of Directors
adopted a stockholder rights plan (the "Rights Plan"), under which one Right
(the "Right") was issued and distributed for each share of common stock. The
Rights Plan is intended to protect shareholders against unsolicited attempts to
acquire control of the company that do not offer what the company believes to be
an adequate price to all shareholders. Each Right will entitle the registered
holder to purchase from the company one one-hundredth of a share of Series A
Preferred Stock at a price of $60.00 per one one-hundredth of a share of Series
A Preferred Stock subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement between the company and American Stock
Transfer & Trust company, as Rights Agent.
The Rights will become exercisable only if a person or group acquires
or obtains the right to acquire beneficial ownership of 20% or more of the
outstanding shares of common stock (an "Acquiring Person") or 10 days (or such
later date as the company's Board of Directors may determine) following the
commencement by a person or group of a tender or exchange offer which would
result in such person or group becoming an Acquiring Person. The earlier of such
dates is called the "Rights Distribution Date." Until the Rights Distribution
Date, the Rights will be evidenced by the certificates for shares of common
stock. In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights that are or were owned beneficially by the
Acquiring Person (which, from and after the later of the Rights Distribution
Date and the date of the earliest of any such events, will be void), will
thereafter have the right to receive, upon exercise thereof at the then current
exercise price of the Right, that number of shares of common stock having a
market value of two times the exercise price of the Right.
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
NONE
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.
TRANSPRO, INC.
(Registrant)
Date: October 9, 2003 By: /s/ Richard A. Wisot
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Richard A. Wisot
Vice President,
Treasurer, Secretary,
and Chief Financial
Officer