<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONVERGYS CORPORATION
(exact name of registrant as specified in charter)
Ohio 31-1598292
(State of incorporation or organization) (I.R.S. Employer Identification No.)
201 East Fourth Street, Cincinnati, Ohio 45202 (513) 397-5364
(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 exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Common Shares, without par value New York Stock Exchange
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:
333-53619
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------
(Title of class)
--------------------------------------
(Title of class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of Capital
Stock" in the Pre-Effective Amendment No. 4 to Form S-1 Registration Statement
(Registration No. 333-53619) filed with the Securities and Exchange Commission
on August 6, 1998, is hereby incorporated herein by reference and is being
filed herewith pursuant to Rule 12b-23 under the Securities Exchange Act of
1934, as amended. Any additional form of prospectus filed pursuant to Rule
424(b) under the Securities Act shall be deemed incorporated herein by
reference.
ITEM 2. EXHIBITS.
The material set forth in the section captioned "Description of Capital
Stock" in the Pre-Effective Amendment No. 4 to Form S-1 Registration Statement
(Registration No. 333-53619) filed with the Securities and Exchange Commission
on August 6, 1998.
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.
CONVERGYS CORPORATION
By: /s/ JAMES F. ORR
---------------------------------------
James F. Orr
President and Chief Executive Officer
Date: August 6, 1998
<PAGE> 3
Exhibit
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 500,000,000 Common
Shares, without par value, and 5,000,000 preferred shares, without par value
(the "Preferred Shares"), of which 4,000,000 are voting preferred shares.
The following summary of certain provisions of the Company's capital stock
does not purport to be complete and is subject to, and qualified in its entirety
by, the provisions of the Articles, which is included as an exhibit to the
Registration Statement of which this Prospectus is a part, and by the provisions
of applicable law.
All Common Shares of the Company are entitled to participate equally in
such dividends as may be declared by the Board of Directors of the Company and
upon liquidation of the Company, subject to the prior rights of any Preferred
Shares. All Common Shares are fully paid and nonassessable.
Each shareholder has one vote for each Common Share registered in the
shareholder's name. The Board of Directors is divided into three classes as
nearly equal in size as the total number of directors constituting the Board
permits. The number of directors may be fixed or changed from time to time by
the shareholders or the directors.
The Board of Directors is authorized to issue the Preferred Shares from
time to time in series and to fix the dividend rate and dividend dates,
liquidation price, redemption rights and redemption prices, sinking fund
requirements, conversion rights, covenants, and certain other rights,
preferences and limitations. Each series of Preferred Shares would rank, with
respect to dividends and redemption and liquidation rights, senior to the Common
Shares. It is not possible to state the actual effect of the authorization of
any series of Preferred Shares upon the rights of holders of the Common Shares
until the Board of Directors determines the rights of the holders of one or more
series of Preferred Shares. However, such effects could include (a) restrictions
on dividends on the Common Shares, (b) dilution of the voting power of the
Common Shares to the extent that the voting Preferred Shares have voting rights
or (c) inability of the Common Shares to share in the Company's assets upon
liquidation until satisfaction of any liquidation preference granted to the
Preferred Shares.
No holders of shares of any class of the Company's capital stock have
pre-emptive rights nor the right to exercise cumulative voting in the election
of directors.
LIMITATIONS ON CHANGE IN CONTROL
The following provisions of the Articles and Ohio law might have the effect
of delaying, deferring or preventing a change in control of the Company and
would operate only with respect to an extraordinary corporate transaction, such
as a merger, reorganization, tender offer, sale or transfer of assets or
liquidation involving the Company and certain persons described below.
Ohio law provides that the approval of two-thirds of the voting power of a
corporation is required to effect mergers and similar transactions, to adopt
amendments to the articles of incorporation of a corporation and to take certain
other significant actions. Although under Ohio law the articles of incorporation
of a corporation may permit such actions to be taken by a vote that is less than
two-thirds (but not less than a majority), the Articles do not contain such a
provision. The two-thirds voting requirement tends to make approval of such
matters, including further amendments to the Articles, relatively difficult, and
a vote of the holders of in excess of one-third of the outstanding Common Shares
of the Company would be sufficient to prevent implementation of any of the
corporate actions mentioned above. In addition, Article Fifth classifies the
Board of Directors into three classes of directors with staggered terms of
office and the Regulations provide certain limitations on the removal from and
filling of vacancies in the office of director.
Article Sixth of the Articles requires that certain minimum price
requirements and procedural safeguards be observed by a person or entity after
he or it becomes the holder of 10% or more of the voting shares of the Company
if such person or entity seeks to effect mergers or certain other business
combinations ("Business Combinations") that could fundamentally change or
eliminate the interests of the remaining shareholders. If
<PAGE> 4
such requirements and procedures are not complied with, or if the proposed
Business Combination is not approved by at least a majority of the members of
the Board of Directors who are unaffiliated with the new controlling person or
entity (taking into account certain special quorum requirements), the proposed
Business Combination must be approved by the holders of 80% of the outstanding
Common Shares and outstanding voting Preferred Shares of the Company
(collectively, "Voting Shares"), voting together as a class, notwithstanding any
other class vote required by law or by the Articles. In the event the price
criteria and procedural requirements are met or the requisite approval by such
unaffiliated directors (taking into account certain special quorum requirements)
is given with respect to a particular Business Combination, the normal voting
requirements of Ohio law would apply.
In addition, Article Sixth of the Articles provides that the affirmative
vote of the holders of 80% of the Voting Shares, voting as a single class, shall
be required to amend or repeal, or adopt any provisions inconsistent with,
Article Sixth. An 80% vote is not required to amend or repeal, or adopt a
provision inconsistent with, Article Sixth if the Board of Directors has
recommended such amendment or other change and if, as of the record date for the
determination of shareholders entitled to vote thereon, no person is known by
the Board of Directors to be the beneficial owner of 10% or more of the Voting
Shares, in which event the affirmative vote of the holders of two-thirds of the
Voting Shares, voting as a single class, shall be required to amend or repeal,
or adopt a provision inconsistent with, Article Sixth.
Ohio, the state of the Company's incorporation, has enacted Ohio Revised
Code Section 1701.831, a "control share acquisition" statute, and Chapter 1704,
a "merger moratorium" statute. The control share acquisition statute basically
provides that any person acquiring shares of an "issuing public corporation"
(which definition the Company meets) in any of the following three ownership
ranges must seek and obtain shareholder approval of the acquisition transaction
that first puts such ownership within each such range: (i) more than 20% but
less than 33 1/3%; (ii) 33 1/3% but not more than 50%; and (iii) more than 50%.
The merger moratorium statute provides that, unless a corporation's
articles of incorporation or regulations otherwise provide, an "issuing public
corporation" (which definition the Company meets) may not engage in a "Chapter
1704 transaction" for three years following the date on which a person acquires
more than 10% of the voting power in the election of directors of the issuing
corporation, unless the "Chapter 1704 transaction" is approved by the
corporation's board of directors prior to such voting power acquisition. A
person who acquires such voting power is an "interested shareholder", and
"Chapter 1704 transactions" involve a broad range of transactions, including
mergers, consolidations, combination, liquidations, recapitalization and other
transactions between an "issuing public corporation" and an "interested
shareholder" if such transactions involve 5% of the assets or shares of the
"issuing public corporation" or 10% of its earning power. After the initial
three year moratorium, Chapter 1704 prohibits such transactions absent approval
by disinterested shareholders or the transaction meeting certain statutorily
defined fair price provisions.
Ohio has also enacted a "greenmailer disgorgement" statute which provides
that a person who announces a control bid must disgorge profits realized by that
person upon the sale of any equity securities within 18 months of the
announcement.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Shares is The
Fifth Third Bank, Corporate Trust Services, 38 Fountain Square Plaza,
Cincinnati, Ohio 45236.
LISTING
The Common Shares have been approved for listing on the NYSE under the
symbol "CVG."
