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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ONEIDA LTD.
(Exact name of registrant as specified in its charter)
New York 15-0405700
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
163-181 Kenwood Avenue, Oneida, New York 13421
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Preferred Stock Purchase Rights New York Stock Exchange
(Title of each class (Name of each exchange on which each class is
To be so registered) to be registered)
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. [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), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 005-07119 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
TABLE OF CONTENTS
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
ITEM 2. EXHIBITS.
SIGNATURE
INDEX TO EXHIBITS
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Description of Registrant's Securities to be Registered contained
in the Form 8-A filed with the Securities and Exchange Commission by Oneida Ltd.
(the "Company") on December 26, 1989, as amended by the Form 8-A/A filed with
the Securities and Exchange Commission by the Company on December 3, 1999, is
incorporated herein by reference.
On July 28, 2004, the Board of Directors of the Company approved the
amendment of the Amended and Restated Rights Agreement ("Rights Agreement")
dated as of December 3, 1999 between the Company and American Stock Transfer &
Trust Company (the "Rights Agent"). The Rights Agreement is incorporated herein
by reference. The foregoing description of the Rights Agreement and its effects
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement.
ITEM 2. EXHIBITS.
Item 2 of the Form 8-A is hereby amended by adding the following
exhibit attached hereto.
Exhibit 4 Amendment of the Rights Agreement and Certification of
Compliance with Section 26, dated as of August 9, 2004,
between the Company and the Rights Agent.
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, thereto duly authorized.
ONEIDA LTD.
By: /s/ PETER J. KALLET
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Name: Peter J. Kallet
Title: Chairman of the Board, President &
Chief Executive Officer
Dated: August 11, 2004
INDEX TO EXHIBITS
Exhibit No. Description
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Exhibit 4 Amendment to the Rights Agreement and
Certification of Compliance with Section 26, dated
as of August 9, 2004, between the Company and the
Rights Agent.