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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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BIONOVA HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 75-2632242
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
6701 San Pablo Avenue
Oakland, California 94608
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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, PAR VALUE AMERICAN STOCK EXCHANGE
$.01 PER SHARE
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:
------------
(If Applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the common stock,
par value $.01 per share ("Common Stock"), of Bionova Holding Corporation, a
Delaware corporation (the "Registrant"). The authorized capital stock of the
Registrant consists of 50,000,000 shares of Common Stock and 5,000 shares of
preferred stock, par value $.01 per share ("Preferred Stock"). Holders of
Common Stock are entitled to one vote for each share held on all matters
submitted to a vote of the stockholders. Holders of Common Stock are also
entitled to participate in any dividends declared by the Registrant's Board
of Directors. However, the payment of any dividends to holders of Common
Stock will be subject to any preferential dividend rights of any outstanding
Preferred Stock. Upon the liquidation, dissolution or winding up of the
Registrant, the common stockholders are entitled to receive ratably, subject
to the rights of any outstanding Preferred Stock, the Registrant's net assets
available after the Registrant pays or makes provision for all of its debts
and other liabilities.
The Registrant's Board of Directors is authorized to issue Preferred
Stock in one or more series and with such rights and preferences, including
voting rights, dividend rights, conversion rights, redemption privileges and
liquidation preferences, as the Registrant's Board of Directors may
determine. The rights of the holders of the Registrant's Common Stock will be
subject to, and may be adversely affected by, the rights of holders of any
Preferred Stock that may be issued in the future. No shares of Preferred
Stock are outstanding and the Registrant has no present plans to issue any
shares of Preferred Stock.
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ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
1. Certificate of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4, Registration No.
333-09975).
2. Certificate of Amendment to the Certificate of Incorporation
of the Registrant effective September 26, 1996 (incorporated
herein by reference to Exhibit 3.2 to the Registrant's
quarterly report on Form 10-Q for the quarterly period ended
June 30, 1996).
3. Certificate of Amendment to the Certificate of Incorporation
of the Registrant effective April 28, 1999 (incorporated
herein by reference to Exhibit 3.3 to the Registrant's
quarterly report on Form 10-Q for the quarterly period ended
March 31, 1999).
4. Amended and Restated Bylaws of the Registrant (incorporated
herein by reference to Exhibit 3.3 to the Registrant's annual
report on Form 10-K for the fiscal year ended December 31,
1998).
5. Form of Common Stock Certificate.
6. Stock Purchase Agreement dated as of October 1, 1998, between
the Registrant and Bionova International, Inc. (incorporated
herein by reference to Exhibit 99.1 to the Registrant's
current report on Form 8-K dated October 6, 1998).
7. Amendment to Stock Purchase Agreement dated as of January 14,
1999, between the Registrant and Bionova International, Inc.
(incorporated herein by reference to Exhibit 10.13 to the
Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1998).
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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.
BIONOVA HOLDING CORPORATION
Date: November 1, 1999 By: /s/ Arthur H. Finnel
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Arthur H. Finnel
Executive Vice President
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INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK COMMON STOCK
NUMBER SHARES
C
[LOGO]
BIONOVA HOLDING CORPORATION
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 09063Q 10 7
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER
SHARE, OF
---------BIONOVA HOLDING CORPORATION---------
transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney, upon surrender of this Certificate properly
endorsed or accompanied by a proper assignment. This Certificate and the
shares represented hereby are issued and shall be held subject to all of the
provisions of the Certificate of Incorporation and Bylaws of the Corporation
and all amendments thereof, copies of which are on file with the Transfer
Agent, to all of which the holder by the acceptance hereof assents.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
/s/ Bernardo Jimenez
CHIEF EXECUTIVE OFFICER
/s/ Joe A. Rudberg
SECRETARY
[SEAL]
COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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BIONOVA HOLDING CORPORATION
The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made
to the Corporation's Secretary at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT-...........Custodian..............
(Cust) (Minor)
under Uniform Gifts to Minors
Act...............................
(State)
UNIF TRF MIN ACT-..........Custodian (until age.....)
(Cust)
.............under Uniform Transfers
(Minor)
to Minors Act.......................
(State)
Additional abbreviations may also be used though not in the above list.
For Value received, ______________________________hereby sell, assign and
transfer unto ___________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
___________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
___________________________________________________________________________
____________________________________________________________________ Shares
of the Capital Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint_________________________________________
__________________________________________________________________ Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated ______________________
X____________________________
(SIGNATURE)
NOTICE:
THE SIGNATURES(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
X____________________________
(SIGNATURE)
______________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM). PURSUANT TO
S.E.C. RULE 17Ad-15.
______________________________________________________________________________
SIGNATURE(S) GUARANTEED BY:
______________________________________________________________________________
