Amended Securities Registration (section 12(b)) (8-a12b/a)
April 14 2020 - 4:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 3
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Centrus Energy Corp.
(Exact name of registrant as specified
in its charter)
Delaware
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52-2107911
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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6901 Rockledge Drive, Suite 800
Bethesda, MD 20817
(301) 564-3200
(Address of Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.10 per share
Rights to purchase Series A Participating Cumulative Preferred
Stock, par value $1.00 per share
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LEU
LEU*
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NYSE American
Not applicable
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*The rights currently transfer with the share of Common Stock
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. 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), please check the following
box. ¨
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement
or Regulation A offering statement file number to which this form relates (if applicable):
Not Applicable
Securities Registered pursuant to Section
12(g) of the Act:
None.
EXPLANATORY
NOTE
This amendment hereby amends the registration
statement on Form 8-A originally filed by Centrus Energy Corp. (the “Company”) with the Securities and Exchange Commission
on April 7, 2016, as amended by (i) Amendment No. 1 filed with the Securities and Exchange Commission on February 15, 2017 and
(ii) Amendment No. 2 filed with the Securities and Exchange Commission on April 4, 2019, by supplementing Items 1 and 2 with the
following.
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Item 1
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Description of Registrant’s Securities to be Registered.
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On April 13, 2020,
the Company entered into a Third Amendment to the Section 382 Rights Agreement (the “Third Amendment”), which amends
the Section 382 Rights Agreement, dated as of April 6, 2016 (the “Rights Agreement”), by and among the Company and
Computershare Trust Company, N.A. and Computershare Inc., as rights agent, as amended by (i) the First Amendment to the Section
382 Rights Agreement dated as of February 14, 2017 (the “First Amendment”) and (ii) the Second Amendment to the Section
382 Rights Agreement dated as of April 3, 2019 (the “Second Amendment”).
The Third Amendment
amends the Rights Agreement to provide that the Final Expiration Date (as defined in the Rights Agreement) shall be June 30, 2021.
The foregoing summary of the Third Amendment
is qualified in its entirety by reference to the full text of the Rights Agreement, which is filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-A filed on April 7, 2016 and is incorporated herein by reference, the First Amendment to the Rights Agreement,
which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 5, 2017 and is incorporated herein
by reference, the Second Amendment to the Rights Agreement, which is filed as Exhibit 4.1 to the Company’s Current Report
on Form 8-K filed on April 4, 2019 and is incorporated herein by reference and the Third Amendment, which is filed as Exhibit 4.1
to the Company’s Current Report on Form 8-K filed on April 14, 2020 and is incorporated herein by reference.
Exhibit
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Description
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3.1
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Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and
Qualifications, Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Centrus Energy Corp. (incorporated
by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-A filed on April 7, 2016)
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4.1
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Section 382 Rights Agreement dated as of April 6, 2016, by and among Centrus Energy Corp., Computershare Trust Company, N.A.
and Computershare Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-A filed on April
7, 2016)
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4.2
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First Amendment to the Section 382 Rights Agreement, dated February 14, 2017 by and among Centrus Energy Corp., Computershare
Trust Company, N.A., and Computershare Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on
Form 8-K, filed with the SEC on January 5, 2017)
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4.3
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Second Amendment to the Section 382 Rights Agreement, dated as of April 3, 2019, by and among Centrus Energy Corp., Computershare
Trust Company, N.A. and Computershare Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form
8-K, filed on April 4, 2019)
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4.4
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Third Amendment to the Section 382 Rights Agreement, dated as of April 13, 2020, by and among Centrus Energy Corp., Computershare
Trust Company, N.A. and Computershare Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form
8-K, filed on April 14, 2020)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Centrus Energy Corp.
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By:
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/s/ Philip O. Strawbridge
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Philip O. Strawbridge
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Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
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Date: April 14, 2020
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