rivet_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
____________
Date
of Report (Date of earliest event reported): December 3, 2009
Chicago
Rivet & Machine Co.
(Exact
name of Registrant as specified in its charter)
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Illinois
(State
or other jurisdiction
of
incorporation)
901
Frontenac Road
Naperville,
Illinois
(Address
of principal
executive
offices)
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000-01227
(Commission
File
Number)
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36-0904920
(I.R.S.
Employer
Identification
No.)
60563
(Zip
Code)
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Registrant’s
telephone number, including area code: (630) 357-8500
(Former
name or former address if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.03. Material Modification to
Rights of Security Holders.
Item
5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
In
connection with the expiration on December 2, 2009, at 5:00 P.M. New York City
time, of the rights issued pursuant to the Rights Agreement, dated as of
November 22, 1999, by and between Chicago Rivet & Machine Co. (the “Company”) and First
Chicago Trust Company of New York, as rights agent (the “Former Rights
Agreement”), on December 3, 2009, the Company filed a Statement of
Resolution (the “Elimination
Statement”) with the Secretary of State of the State of Illinois (the
“Secretary of
State”) pursuant to Section 6.10 of the Illinois Business Corporation Act
of 1983 (the “IBCA”). The filing of
the Elimination Statement was authorized by the Board of Directors of the
Company in accordance with the provisions of the Articles of Incorporation of
the Company, as amended (the “Articles of
Incorporation”), and the IBCA. The Statement of Elimination has the
effect of eliminating from the Articles of Incorporation all matters set forth
in the Statement of Resolution Establishing Series of Shares of Series A Junior
Participating Preferred Stock of the Company, previously filed by the Company
with the Secretary of State on December 3, 1999 (the “1999 Statement of
Resolution”). The 20,000 shares of Series A Junior Participating
Preferred Stock, no par value per share, of the Company previously reserved for
issuance under the Former Rights Agreement and governed by the 1999 Statement of
Resolution resumed their status as authorized but unissued shares of preferred
stock of the Company upon the filing of such statement by the Secretary of
State. A copy of the Statement of Elimination is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.
As
previously disclosed, in connection with the expiration of the rights issued
pursuant to the Former Rights Agreement, the Company entered into a new Rights
Agreement with Continental Stock Transfer & Trust Company, as rights agent,
on November 16, 2009 (the “New Rights
Agreement”). To implement the New Rights Agreement, on December 3, 2009,
the Company filed a new Statement of Resolution Establishing Series of Shares of
Series A Junior Participating Preferred Stock of the Company (the “New Statement of
Resolution”) with the Secretary of State pursuant to Section 6.10 of the
IBCA. The filing of the New Statement of Resolution was authorized by the Board
of Directors of the Company in accordance with the provisions of the Articles of
Incorporation and the IBCA. The New Statement of Resolution authorizes the
creation of a new series of 20,000 shares of Series A Junior Participating
Preferred Stock, no par value per share, of the Company, to be reserved for
issuance under the New Rights Agreement upon the filing of such statement by the
Secretary of State. A copy of the New Statement of Resolution is attached hereto
as Exhibit 3.2 and is incorporated herein by reference.
A
copy of the New Rights Agreement was filed on November 20, 2009, with the
Securities and Exchange Commission as Exhibit 4.1 to the Company’s Current
Report on Form 8-K, dated November 16, 2009.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Statement
of Resolution Establishing Series of Shares of Series A Junior
Participating Preferred Stock of Chicago Rivet & Machine Co., dated as
of December 3, 2009
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3.2
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Statement
of Resolution Establishing Series of Shares of Series A Junior
Participating Preferred Stock of Chicago Rivet & Machine Co., dated as
of December 3, 2009
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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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Date: December
3, 2009
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CHICAGO
RIVET & MACHINE CO.
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By:
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/s/
Michael J. Bourg
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Name:
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Michael
J. Bourg
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Title:
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President,
Chief Operating Officer and Treasurer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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| |
|
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3.1
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Statement
of Resolution Establishing Series of Shares of Series A Junior
Participating Preferred Stock of Chicago Rivet & Machine Co., dated as
of December 3, 2009
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3.2
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Statement
of Resolution Establishing Series of Shares of Series A Junior
Participating Preferred Stock of Chicago Rivet & Machine Co., dated as
of December 3, 2009
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