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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
CONTINENTAL NATURAL GAS, INC.
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(Exact name of registrant as specified in its charter)
Oklahoma 73-1198957
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(State of Incorporation (I.R.S. Employer Identification No.)
or organization)
1412 South Boston, Suite 500
Tulsa, Oklahoma 74119
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(Address of principal executive offices) (Zip code)
If this Form relates to the registration of If this Form relates to the
a class of debt securities and is effective registration of a class of debt
upon filing pursuant to General Instruction securities and is to become
A(c)(1) please check the following box. [ ] 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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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to the section entitled "Description of Capital
Stock" contained in the Prospectus (the "Prospectus") which forms a part of
the Registrant's Registration Statement on Form S-1 under the Securities Act of
1933, as amended, File No. 333-25719, filed with the Securities and Exchange
Commission on April 24, 1994, as amended by Pre-Effective Amendment No. 1 dated
June 27, 1997 (the "Registration Statement"). A copy of pages 51 and 52 of the
Prospectus are attached as Exhibit 4 to this filing pursuant to Rule 12b-23
under the Securities and Exchange Act of 1934, as amended.
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ITEM 2. EXHIBITS.
1. Amended and Restated Certificate of Incorporation, as amended --
incorporated by reference, Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, File No. 333-25719 filed April 24, 1997.
2. Amended and Restated Bylaws of the Registrant -- incorporated by
reference, Exhibit 3.2 to the Registrant's Registration Statement on Form S-1,
File No. 333-25719, filed on April 24, 1997.
3. Form of Common Stock Certificate -- incorporated by reference,
Exhibit 4.1 to the Registrant's Amendment No.2 to be filed with the Registration
Statement on Form S-1, File No. 333-25719.
4. Pages 51 and 52 of the Prospectus included within the above-referenced
Registration Statement.
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.
CONTINENTAL NATURAL GAS, INC.
By: /s/ GARRY D. SMITH
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Garry D. Smith,
Vice President, Controller and
Director (Principal Financial
and Accounting Officer)
Dated: July 22, 1997
EXHIBIT INDEX
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Exhibit No. Description
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1. Articles of Incorporation, as amended -- incorporated by reference,Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, File No. 333-25719, filed April 24, 1997.
2. By-Laws of the Registrant -- incorporated by reference, Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, File No. 333-25719, filed on April 24, 1997.
3. Form of Common Stock Certificate -- incorporated by reference, Exhibit 4.1 to the Registrant's
Amendment No.2 to be filed with the Registration Statement on Form S-1, File No. 333-25719.
4. Pages 51 and 52 of the Prospectus included within the above-referenced Registration
Statement.
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EXHIBIT 4
DESCRIPTION OF CAPITAL STOCK
Upon the closing of the Offering, the authorized capital stock of the
Company will consist of 60,000,000 shares of Common Stock, $0.01 par value and
500,000 shares of Preferred Stock, $0.01 par value. The Convertible Preferred
Stock will be converted into 586,847 shares of Common Stock prior to completion
of the Offering. Accordingly, the terms of the Convertible Preferred Stock are
not discussed herein.
COMMON STOCK
Each holder of Common Stock is entitled to one vote for each share on all
matters on which shareholders generally are entitled to vote, including
elections of directors, and, except as otherwise required by law or by the terms
of any series of Preferred Stock of the Company, the holders of Common Stock
exclusively possess all voting power. The Certificate of Incorporation of the
Company (the "Certificate") does not provide for cumulative voting for the
election of directors; therefore, the holders of a majority of the voting power
of the total number of outstanding shares of Common Stock are able to elect the
entire Board of Directors of the Company.
Subject to any preferential rights of any outstanding series of Preferred
Stock of the Company designated from time to time by the Board of Directors, the
holders of Common Stock are entitled to such dividends as may be declared from
time to time by the Board of Directors from funds legally available therefor
and, upon liquidation, dissolution or winding up, will be entitled to receive
pro rata all assets of the Company available for distribution to such holders.
No holder of Common Stock has any preemptive right to subscribe to any kind or
class of securities of the Company.
PREFERRED STOCK
The Board of Directors is empowered without shareholder approval to issue
up to 500,000 shares of Preferred Stock of the Company, from time to time, in
series and with respect to each series to determine (i) the number of shares
constituting such series, (ii) the dividend rate on the shares of each series,
whether such dividends shall be cumulative and the relation of such dividends
payable on any other class or series of stock, (iii) whether the shares of each
series shall be redeemable and the terms thereof, (iv) whether the shares shall
be convertible into Common Stock and the terms thereof, (v) the amount per share
payable on each series, or other rights of holders of such shares on liquidation
or dissolution of the Company, (vi) the voting rights, if any, of shares of each
series and (vii) generally, any other rights and privileges consistent with the
Certificate for each series and any qualifications, limitations or restrictions.
No shares of Preferred Stock are presently outstanding, and the Company has no
present intention to issue Preferred Stock.
ANTI-TAKEOVER PROVISIONS
Certain provisions of the Certificate and the Company's Bylaws may have the
effect of preventing, discouraging or delaying a change in the control of the
Company and may maintain the incumbency of the Board of Directors and
management. The Company's Bylaws limit the ability of shareholders of the
Company to raise matters at a meeting of shareholders without giving advance
notice. In addition, the Certificate and the Bylaws prohibit shareholders from
removing the Company's directors without cause. The Certificate of Incorporation
and Bylaws provide for a classified Board of Directors, which means that only
one-third of the members of the Board of Directors will be up for election in
any given year. The ability of the Board of Directors to issue Preferred Stock
as described above may also make it more difficult for, and may discourage,
other persons or companies from making a tender offer for, or attempting to
acquire substantial amounts of, the Company's Common Stock.
The Company is subject to the provisions of the Oklahoma Takeover
Disclosure Act of 1985 (the "Disclosure Act") regulating corporate takeovers.
The Disclosure Act requires certain notices to be given prior to making a
takeover offer. Such notices include filing a registration statement with the
Securities Administrator of Oklahoma and delivering a copy of such notice to the
Company. The Disclosure Act applies to offers to takeover an issuer of publicly
traded securities of which at least 20% are held by Oklahoma residents. A
"takeover" offer includes offers in which the offerer discloses its intention
that, as a result of the
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offer: (i) the offeror will own 10% or more of any class of equity securities,
or (ii) ownership of any class of equity securities will be increased by 5% or
more.
The Company is subject to the provisions of Section 1090.3 of the Oklahoma
Corporate Act. That section provides, with certain exceptions, that an Oklahoma
corporation may not engage in any of a broad range of business combinations with
a person or an affiliate or associate of such person who is an "Interested
Shareholder" for a period of three years from the date that such person became
an Interested Shareholder unless: (a) the transaction, or business combination,
resulting in a person's becoming an Interested Shareholder is approved by the
board of directors of the corporation before the person becomes an Interested
Shareholder, (b) upon consummation of the transaction which resulted in the
person becoming an Interested Shareholder, the Interested Shareholder owned 85%
or more of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding shares owned by persons who are both officers
and directors of the corporation and shares held by certain employee stock
ownership plans) or (c) on or after the date the person became an Interested
Shareholder, the business combination is approved by the corporation's board of
directors and by the holders of at least 66 2/3% of the corporation's
outstanding voting stock at an annual or special meeting, excluding shares owned
by the Interested Shareholder. An "Interested Shareholder" is defined as any
person that is (a) the owner of 15% or more of the outstanding voting stock of
the corporation or (b) an affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of the corporation at any
time within the three-year period immediately prior to the date on which it is
sought to be determined whether such person is an Interested Shareholder.
The Oklahoma Shares Control Act ("OSCA") (Section 1145 et seq. of the
Oklahoma Corporate Act) prohibits the voting of "control shares" without the
approval of a majority of shares held by non-interested shareholders. Under the
OSCA, "control shares" are shares acquired by a person which causes his
percentage ownership to exceed certain statutorily prescribed ranges of
ownership beginning at 20%. The OSCA was ruled unconstitutional shortly after
its adoption in 1987; however, it is believed that certain amendments to the
OSCA in 1990 and 1991 may have cured its constitutional infirmities.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is Bank Boston, N.A.
LISTING
The Company has applied for listing of the Common Stock on the Nasdaq
National Market.
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