Astrotech Corporation


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.  o

 

 

 

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.









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 and August 10, 2011, to extend the Expiration Date on which the Rights may be exercisable to August 10, 2013.


The Amendment is incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2012.  The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of such exhibit.


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).









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: August 10, 2012

ASTROTECH CORPORATION.

 

 

 

 

 

 

 

By:

/s/ Thomas B. Pickens III

 

Thomas B. Pickens III

 

Chairman of the Board and Chief

 

Executive Officer









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