ASTROTECH Corp

Regulatory Filings • Jul 10, 2014

8-A12B/A 1 t1401289_8a12ba.htm 8-A12B/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Astrotech Corporation

(Exact name of registrant as specified in its charter)

Washington	001-34426	91-1273737
(State
or other jurisdiction of
incorporation)	(Commission File Number)	(IRS Employer Identification
No.)

| 401
Congress Ave. Suite 1650 Austin, Texas | 78701 |
| --- | --- |
| (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 |
| --- | --- |
| Preferred Stock Purchase Rights | The NASDAQ Stock Market LLC |
| 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. ¨ |

Securities Act registration statement file number to which this form relates: N/A.

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

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

Astrotech Corporation (the “Company”) has entered into an amendment (the “Amendment”) to the Company’s existing Rights Agreement, dated July 29, 2009, as amended July 29, 2010, August 10, 2011, August 10, 2012 and August 6, 2013, to extend the Expiration Date on which the Rights may be exercisable to August 10, 2015.

The Amendment is incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 9, 2014. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of such exhibit. The August 6, 2013 amendment to the Rights Agreement is also incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 12, 2013.

Item 2. Exhibits .

Exhibit No.	Description
4.1	Rights Agreement, dated as of July 29, 2009, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A, filed on July 31, 2009).
4.2	Amendment One to Rights Agreement, dated as of July 29, 2010, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 29, 2010).
4.3	Amendment Two to Rights Agreement, dated as of August 10, 2011, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2011).
4.4	Amendment Three to Rights Agreement, dated as of August 10, 2012, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2012).
4.5	Amendment Four to Rights Agreement, dated as of August 6, 2013, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 12, 2013).
4.6	Amendment Five to Rights Agreement, dated as of June 9, 2014, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 9, 2014).

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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.

Date: July 10, 2014
By:	/s/ Thomas B. Pickens III
	Thomas B. Pickens III Chairman
of the Board and Chief Executive Officer

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EXHIBIT INDEX

| Exhibit No. | Description | Paper
(P) or Electronic (E) |
| --- | --- | --- |
| 4.1 | Rights Agreement, dated as of July 29, 2009, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A, filed on July 31, 2009). | E |
| 4.2 | Amendment One to Rights Agreement, dated as of July 29, 2010, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 29, 2010). | E |
| 4.3 | Amendment Two to Rights Agreement, dated as of August 10, 2011, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2011). | E |
| 4.4 | Amendment Three to Rights Agreement, dated as of August 10, 2012, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2012). | E |
| 4.5 | Amendment Four to Rights Agreement, dated as of August 6, 2013, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 12, 2013). | E |
| 4.6 | Amendment Five to Rights Agreement, dated as of June 9, 2014, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 9, 2014). | E |

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