CORE MOLDING TECHNOLOGIES INC — Regulatory Filings 2021

Apr 6, 2021

8-A12B/A 1 8-A12BA.htm 8-A12B/A EDGAR HTML document created by Certent CDM HD version: 20.10.1 newreport

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

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

SECURITIES EXCHANGE ACT OF 1934

Core Molding Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-1250531-1481870

(State or other Jurisdiction(Commission(IRS Employer

of Incorporation)File Number)Identification No.)

800 Manor Park Drive

Columbus, Ohio43228-0183

(Address of Principal Executive Offices)(Zip Code) Securities to be registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on to be so registeredwhich each class is to be registered Preferred Stock Purchase Rights, par value $0.01NYSE American 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) or (e), 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) or (e), 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: Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Explanatory Note

This Form 8-A/A is filed to supplement and amend the information set forth in the Form 8-A of Core Molding Technologies, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2020.

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

On March 30, 2021, the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), amended the Stockholder Rights Agreement, by and between the Company and the Rights Agent, dated as of April 21, 2020 (collectively, the “Rights Agreement”), to change the Final Expiration Date (as defined in the Rights Agreement) of the Rights (as defined in the Rights Agreement) issued under the Rights Agreement from April 20, 2021 to March 31, 2021 (the “Amendment No. 1”). As a result of this amendment, effective as of the close of business on March 31, 2021, the Rights expired and are no longer outstanding and the Rights Agreement has terminated by its terms.

A copy of the Rights Agreement and a summary of its material terms, which was filed with the SEC on a Form 8-K on April 22, 2020, is incorporated herein by reference. The foregoing description of the Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the Amendment No. 1, a copy of which is filed herewith as Exhibit 4(b)(1) and is incorporated herein by reference.

Item 2. Exhibits.

ExhibitDescription

Number

4(b)Stockholder Rights Agreement, dated as of April 21, 2020 between Core

Molding Technologies, Inc. and American Stock Transfer & Trust Company which includes as Exhibit A thereto a Form of Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock, as Exhibit B thereto the Form of Rights Certificate and as Exhibit C thereto a Form of Summary of Rights to Purchase Preferred Stock (incorporated herein by reference from Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 22, 2020).

4(b)(1)Amendment No. 1 to Stockholder Rights Agreement, dated as of March 30, 2021, between Core Molding Technologies, Inc. and American Stock Transfer & Trust Company

SIGNATURE

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.

CORE MOLDING TECHNOLOGIES, INC.

By: /s/ John P. Zimmer Name: John P. Zimmer Title: Executive Vice President, Treasurer, Secretary and Chief Financial Officer

Date: April 6, 2021