Amended Securities Registration (section 12(b)) (8-a12b/a)
March 30 2015 - 05:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
_______________
WABASH NATIONAL CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware |
52-1375208 |
(State of incorporation or organization) |
(I.R.S. Employer |
|
Identification No.) |
_______________
1000 Sagamore Parkway South |
|
Lafayette, Indiana |
47905 |
(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: |
Series D Preferred Share Purchase Rights |
|
New York Stock Exchange |
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. o
Securities Act registration statement file number to which this
form relates: Not applicable
Securities to be registered pursuant to Section 12(g) of
the Act:
None
(Title of Class)
EXPLANATORY NOTE
This Form 8-A/A (Amendment No. 1) is filed
by Wabash National Corporation to amend and supplement the information set forth in the Form 8-A filed
by the Company on December 28, 2005.
Item 1. Description of Registrant’s
Securities to be Registered.
On March 30, 2015, Wabash National Corporation
(the “Company”) executed an amendment (the “Amendment”) to the Rights Agreement by and between the Company
and National City Bank and dated as of December 28, 2005 (as previously amended, the “Rights Agreement”). Pursuant
to the Amendment, the Final Expiration Date (as defined in the Rights Agreement) was advanced from December 28, 2015 to March 30,
2015. As a result of the Amendment, effective as of the close of business on March 30, 2015, the Rights (as defined in the Rights
Agreement) expire and are no longer outstanding and the Rights Agreement has terminated by its terms.
The foregoing is a summary of the terms
of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a
copy of which is attached as Exhibit 4.3 and incorporated herein by reference.
Item 2. Exhibits.
Exhibit 3.1 |
|
Certificate of Designation, Preferences and Rights of Series D Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 28, 2005). |
|
|
|
Exhibit 4.1 |
|
Rights Agreement, dated as of December 28, 2005, by and between Wabash National Corporation and National City Bank (incorporated by reference to Exhibit 1 to Current Report on Form 8-A12B filed by the Company with the Securities and Exchange Commission on October 18, 2005). |
|
|
|
Exhibit 4.2 |
|
Amendment No. 1 to Rights Agreement dated July 17, 2009 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2009). |
|
|
|
Exhibit 4.3 |
|
Amendment No. 2 to Rights Agreement dated March 30, 2015 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2015). |
SIGNATURES
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.
|
WABASH NATIONAL CORPORATION |
|
|
|
Date: March 30, 2015 |
By: |
/s/ Erin J. Roth
|
|
|
Erin J. Roth |
|
|
Senior Vice President, General Counsel & Secretary
|
EXHIBIT INDEX
Exhibit Number |
|
|
|
|
Exhibit 3.1 |
|
Certificate of Designation, Preferences and Rights of Series D Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 28, 2005). |
|
|
|
Exhibit 4.1 |
|
Rights Agreement, dated as of December 28, 2005, by and between Wabash National Corporation and National City Bank (incorporated by reference to Exhibit 1 to Current Report on Form 8-A12B filed by the Company with the Securities and Exchange Commission on October 18, 2005). |
|
|
|
Exhibit 4.2 |
|
Amendment No. 1 to Rights Agreement dated July 17, 2009 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2009). |
|
|
|
Exhibit 4.3 |
|
Amendment No. 2 to Rights Agreement dated March 30, 2015 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2015). |
Wabash National (NYSE:WNC)
Historical Stock Chart
From Feb 2024 to Mar 2024
Wabash National (NYSE:WNC)
Historical Stock Chart
From Mar 2023 to Mar 2024