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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SEMINIS, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 36-0769130
(State of Incorporation) (I.R.S. Employer Identification No.)
1905 LIRIO AVENUE, CALIFORNIA 93004-4206
(Address of principal executive offices) (zip code)
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. [ ]
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 file number to which this form relates: 333-72141
(if applicable)
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 NONE
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class)
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ITEM 1. Description of Registrant's Securities to be Registered.
The information relating to the Registrant's Class A Common Stock
required by Item 202 of Regulation S-K is hereby incorporated by reference to
the information presented under the caption "Description of Capital Stock" in
the prospectus (the "Prospectus"), filed with the Securities and Exchange
Commission (the "SEC") pursuant to Rule 424(b) under the Securities Act of 1933,
forming a part of the registration statement on Form S-1 (Registration No.
333-72141), filed with the SEC on February 11, 1999, as amended by Amendment No.
1 filed with the SEC on April 28, 1999, Amendment No. 2 filed with the SEC on
May 27, 1999, Amendment No. 3 filed with the SEC on June 21, 1999 and Amendment
No. 4 filed with the SEC on June 25, 1999 (as so amended, the "Form S-1"). The
aforementioned description in the Prospectus is hereby incorporated by
reference into this Item 1.
ITEM 2. Exhibits.
1 Certificate of Incorporation (Incorporated by reference to Exhibit 3.1
of the Registrant's Registration Statement on Amendment No. 3 to Form
S-1, as amended (Commission File No. 333-72141), filed under the
Securities Act of 1933, as amended, with the Commission on June 21,
1999.)
2 Certificate of Designation of Class A Mandatorily Redeemable Preferred
Stock and Class B Mandatorily Redeemable Preferred Stock of Seminis,
Inc. (Incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Amendment No. 3 to Form S-1, as amended
(Commission File No. 333-72141), filed under the Securities Act of
1933, as amended, with the Commission on June 21, 1999.)
3 Certificate of Designation of Class C Redeemable Preferred Stock of
Seminis, Inc. (Incorporated by reference to Exhibit 3.3 of the
Registrant's Registration Statement on Amendment No. 3 to Form S-1, as
amended (Commission File No. 333-72141), filed under the Securities Act
of 1933, as amended, with the Commission on June 21, 1999.)
4 By-Laws (Incorporated by reference to Exhibit 3.4 of the Registrant's
Registration Statement on Amendment No. 3 to Form S-1, as amended
(Commission File No. 333-72141), filed under the Securities Act of
1933, as amended, with the Commission on June 21, 1999.)
5 Form of Class A Common Stock Certificate (Incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Amendment No.
3 to Form S-1, as amended (Commission File No. 333-72141), filed under
the Securities Act of 1933, as amended, with the Commission on June 21,
1999.)
6 Registration Rights Agreement by and among Seminis, Inc. and certain
shareholders of Seminis, dated October 1, 1995 (Incorporated by
reference to Exhibit 4.2 of the Registrant's Registration Statement on
Form S-1, as amended (Commission File No. 333-7241), filed under the
Securities Act of 1933, as amended, with the Commission on February 11,
1999.)
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SIGNATURES
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, thereunto duly authorized.
SEMINIS, INC.
(Registrant)
Dated: June 28, 1999 By: /s/ Mark D. Stowers
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Name: Mark D. Stowers
Title: Vice President
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