8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) or 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

REXNORD CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-5197013
(State of incorporation or organization)   (I.R.S. Employer or Identification No.)
247 Freshwater Way, Suite 300, Milwaukee, WI   53204
(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

Depositary Shares, each representing a 1/20th interest

in a share of 5.75% Series A Mandatory Convertible

Preferred Stock

   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.  ☒

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 file number to which this form relates: 333-193610

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered.

Rexnord Corporation (the “Company”) is registering Depositary Shares, each representing a 1/20th interest in a share of 5.75% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”), pursuant to this Form 8-A. The descriptions of the Depositary Shares and the underlying Mandatory Convertible Preferred Stock are contained in the sections captioned “Description of Mandatory Convertible Preferred Stock” and “Description of Depositary Shares” in the Company’s prospectus supplement, dated December 1, 2016, which constitutes a part of the Registration Statement on Form S-3 (Registration No. 333-193610). Such sections are incorporated herein by reference.

 

Item 2. Exhibits.

 

Exhibit

Number

   

Description of Exhibit

   

The filings

referenced for incorporation by

reference are Company

(Rexnord Corporation) filings

(File No. 001-35475)

3.1    Amended and Restated Certificate of Incorporation    Exhibit 3.1 to the Company’s Form 8-K dated April 3, 2012
3.2    Amended and Restated By-Laws    Exhibit 3.1 to the Company’s Form 8-K dated July 14, 2014
3.3    Certificate of Designations    Exhibit 3.1 to the Company’s Form 8-K dated December 7, 2016
4.4    Form of Certificate    Exhibit 4.1 to the Company’s Form 8-K dated December 7, 2016
4.5    Deposit Agreement    Exhibit 4.2 to the Company’s Form 8-K dated December 7, 2016
4.6    Form of Depositary Receipt    Exhibit 4.3 to the Company’s Form 8-K dated December 7, 2016

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.

 

    REXNORD CORPORATION
Date: December 7, 2016     By:  

/s/ Patricia M. Whaley

      Patricia M. Whaley
      Vice President, General Counsel and Secretary