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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NATIONAL PROCESSING, INC.
(Exact name of Registrant as specified in its charter)
OHIO 61-1303983
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1231 DURRETT LANE, LOUISVILLE, KENTUCKY 40285-0001
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. |_|
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, without par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The capital stock of National Processing, Inc. (the "Company") to be
listed on the New York Stock Exchange, Inc. ("NYSE") is the Company's Common
Stock, without par value ("Common Stock"). As of July 5, 1996, there were
43,100,000 shares of Common Stock outstanding and held of record by National
City Corporation ("National City"). There will be 49,100,000 shares of Common
Stock outstanding after giving effect to the sale of shares of Common Stock
offered hereby and assuming no exercise of the Underwriters' over-allotment
option. All outstanding shares are, and all shares to be outstanding after
completion of the offering will be, duly authorized, validly issued, fully paid
and nonassessable.
Holders of shares of Common Stock are entitled to one vote per share on
all matters to be voted upon by the shareholders. The holders of Common Stock
are not entitled to cumulative voting rights. Holders of Common Stock are
entitled to receive dividends and other distributions when, as and if declared
from time to time by the Board of Directors of the Company (the "Board") out of
funds legally available for such purposes subject to any preferential rights of,
and any sinking fund or redemption or purchase rights with respect to,
outstanding shares of preferred stock, if any. In the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Company, the holders
of shares of Common Stock would be entitled to share ratably in all assets
remaining after payment of liabilities subject to prior distribution rights and
payment of any distributions owing to holders of shares of preferred stock then
outstanding, if any. There are no shares of preferred stock currently
outstanding. Holders of the shares of Common Stock have no preemptive or
conversion rights, and the shares of Common Stock are not subject to further
calls or assessment by the Company. There are no redemption or sinking fund
provisions applicable to the shares of Common Stock.
Control of the Company by National City, as well as certain provisions
of Ohio law and the Company's Amended Articles of Incorporation and Code of
Regulations, may have the effect of deterring hostile takeovers or delaying or
preventing changes in control or changes in management of the Company,
including transactions in which shareholders of the Company might otherwise
receive a premium over the then-current market price for their shares. The size
of the Board is fixed at not less than five nor more than nine directors,
divided into two or three classes depending on the size of the Board, with each
class serving for staggered terms of two years (if the Board is divided into
two classes) or three years (if the Board is divided into three classes). Each
class of directors will hold office until the annual meeting of shareholders in
the year their respective term ends, at which time their successors are
elected. In addition to having a potential anti-takeover effect, classification
reduces the ability to alter the composition of the Board.
The Company's Amended Articles of Incorporation and Code of Regulations
contain various provisions that may have the effect, either alone or in
combination with each other, of making more difficult or discouraging a business
combination or an attempt to obtain control of the Company that is not approved
by the Board. These provisions include (i) the right of the Board to issue
unissued and unreserved shares of Common Stock without shareholder approval,
(ii) the right of the Board to issue shares of preferred stock, without
shareholder approval, in one or more series and to designate the number of
shares of each such series and the relative rights and preferences of such
series, including voting rights (to the extent now or hereafter permitted by
law), terms of redemption, redemption prices and conversion rights, (iii) the
classification of the Board, as described above, (iv) a limitation on the
removal of directors except upon the vote of 65% of the outstanding shares, (v)
a limitation on the ability of shareholders to call a special meeting except
upon the consent of shareholders representing 50% of the outstanding shares
entitled to vote at such meeting, and (vi) a limitation on the ability of
shareholders to fill vacancies in the Board except after a vote to increase the
number of directors at a meeting called for that purpose.
The Company's Code of Regulations also contains provisions requiring
advance notice to the Company of (i) nominations of candidates for election to
the Board who are not nominated by the Company and (ii) proposals to be brought
before the Company's annual meeting of shareholders (other
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than proposals made by the Company). Without compliance with these provisions,
any such nominations or shareholder proposals may not be considered by the
Company.
Further, Ohio law prohibits any person who owns 10% or more of a
corporation's stock from engaging in mergers, consolidations, majority share
acquisitions, asset sales, loans and certain other transactions with the
corporation for a three-year period after acquiring the 10% ownership, unless
approval is first obtained from the corporation's board of directors. After the
three-year waiting period, the 10% shareholder can complete the transaction only
if, among other things: (i) approval is received from two-thirds of all voting
shares and from a majority of shares not held by the 10% shareholder or certain
affiliated persons, or (ii) the transaction meets certain criteria designed to
ensure fairness to all remaining shareholders. National City's ownership of its
43,100,000 shares of Common Stock has been approved by the Board and is
therefore not restricted by these statutory provisions.
There is currently no established public trading market for the Common
Stock. The Company has applied to have the Common Stock approved for trading on
the NYSE under the symbol NAP.
ITEM 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 will be submitted to
the NYSE.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NATIONAL PROCESSING, INC.
Date: July 5, 1996 By: /s/ Richard A. Alston
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Richard A. Alston
Executive Vice President,
Finance and Corporate Development
