UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) May 5, 2005
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The Lamson & Sessions Co.
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-313 34-0349210
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
25701 Science Park Drive, Cleveland, Ohio 44122-7313
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 464-3400
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On May 5, 2005, The Lamson & Sessions Co. (the "Company") announced
that its Board of Directors approved Amendment No. 1, dated as of May 5, 2005
(the "Amendment"), to the Rights Agreement, dated as of September 8, 1998 (the
"Rights Agreement"), between the Company and National City Bank, as rights
agent. The Amendment provides that any person may own up to 20% of the Company's
outstanding common stock before any Triggering Event (as defined in the Rights
Agreement) will be deemed to occur.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which has been filed
as an exhibit hereto and incorporated herein by this reference. Copies of the
Rights Agreement and the Amendment are available free of charge from the
Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Number Exhibit
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4.1 Amendment No. 1, dated as of May 5,
2005, to the Rights Agreement, dated
as of September 8, 1998, between the
Company and National City Bank, as
rights agent, incorporated herein by
reference from Exhibit 4.1 to the
Company's Registration Statement on
Form 8-A/A filed on May 5, 2005.
99.1 Press release, dated as of
May 5, 2005.
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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.
THE LAMSON & SESSIONS CO.
By: /s/ James J. Abel
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Name: James J. Abel
Title: Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
Date: May 5, 2005
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EXHIBIT INDEX
Number Description
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4.1 Amendment No. 1, dated as of May 5, 2005, to the Rights
Agreement, dated as of September 8, 1998, between the
Company and National City Bank, as rights agent,
incorporated herein by reference from Exhibit 4.1 to the
Company's Registration Statement on Form 8-A/A filed on
May 5, 2005.
99.1 Press release, dated as of May 5, 2005.
4