UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
The Lamson & Sessions Co.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0349210
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
25701 Science Park Drive, Cleveland OH 44122-7313
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(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:
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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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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On April 29, 2005, the Board of Directors of The Lamson & Sessions Co.,
an Ohio corporation (the "Company") approved Amendment No. 1, dated as of May 5,
2005 (the "Amendment"), to the Rights Agreement, dated as of September 8, 1998
(the "Rights Agreement"), between the Company and National City Bank as rights
agent. The Amendment provides that any person may own up to 20% of the Company's
outstanding common stock before any Triggering Event (as defined in the Rights
Agreement) will be deemed to occur.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which has been filed
as an exhibit hereto and incorporated herein by reference. Copies of the Rights
Agreement and the Amendment are available free of charge from the Company.
ITEM 2. EXHIBITS
Number Description
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4.1 Amendment No. 1, dated as of May 5, 2005, to the Rights Agreement, dated as of
September 8, 1998, between the Company and National City Bank, as rights agent.
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.
THE LAMSON & SESSIONS CO.
By: /s/ James J. Abel
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Name: James J. Abel
Title: Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
Date: May 5, 2005
EXHIBIT INDEX
Number Description
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4.1 Amendment No. 1, dated as of May 5, 2005, to the Rights Agreement, dated as of
September 8, 1998, between the Company and National City Bank, as rights agent.