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
H.B. Fuller Company
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(Exact name of registrant as specified in its charter)
Minnesota 41-0268370
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(State of incorporation (I.R.S. Employer
or organization) Identification No.
1200 Willow Lake Boulevard, St. Paul, Minnesota 55110-5101
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(Address of principal executive offices) (Zip Code)
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), check the following box. [X]
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), check the following box. [_]
Securities Act registration statement file number to which this form
relates: N/A (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which each
be so registered class is to be registered
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Common Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
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Common Stock Purchase Rights
Each share of our common stock carries with it one common stock purchase
right. Each right entitles the registered holder to purchase from us one share
of common stock at an exercise price of $90, subject to adjustment.
Until the distribution date for the rights, they will be evidenced by
certificates representing shares of common stock and will be transferred only
with the shares of common stock. The rights will separate from the shares of
common stock and a distribution date for the rights will occur upon the earlier
of the following (making the person at issue an "acquiring person"):
o the first date of a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding
voting power of our capital stock; or
o the commencement or public announcement of a tender or exchange offer
the consummation of which would result in a person or group of
affiliated or associated persons becoming the beneficial owner of 15%
or more of the outstanding voting power of our capital stock.
The rights are not exercisable until the distribution date. They will
expire on July 30, 2006, unless extended or redeemed by us.
Upon the occurrence of any of the foregoing events, each holder of a right
(other than rights beneficially owned by an acquiring person) will have the
right to receive, upon exercise of the right at its then-current exercise price,
a number of shares of our common stock having a market value of two times the
exercise price of the right, subject to certain possible adjustments.
If our company is acquired in a merger or other business-combination
transaction or 50% or more of the assets or earning power of our company and its
subsidiaries (taken as a whole) are sold after a public announcement that a
person has become an acquiring person, then each holder of a right will have the
right to receive, upon exercise of the right at its then-current exercise price,
a number of common shares of the acquiring person (or in certain cases, one of
its affiliates) having a market value of two times the exercise price of the
right.
The rights are redeemable at a price of one cent per right at any time
before a person has become an acquiring person.
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Item 2. Exhibits.
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1. Rights Agreement, dated as of July 18, 1996, between H.B. Fuller
Company and Norwest Bank Minnesota, National Association, as Rights
Agent (incorporated by reference to Exhibit 4 to the registrant's
Current Report on Form 8-K filed July 24, 1996).
2. Amendment to Rights Agreement, dated as of January 23, 2001, between
H.B. Fuller Company and Wells Fargo Bank Minnesota, N.A., as Rights
Agent (incorporated by reference to Exhibit 1 to the registrant's
Registration Statement on Form 8-A/A filed February 5, 2001).
Signature
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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.
H.B. FULLER COMPANY
Date: November 5, 2002 By: /s/ Albert P.L. Stroucken
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Its: Chairman, President, and Chief
Executive Officer
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