FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CAPITAL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Rhode Island 05-0386287
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1 Hospital Trust Tower
Providence, Rhode Island 02903
(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
Common Stock, American Stock Exchange
$1.00 par value per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
The outstanding Common Stock of the Registrant is fully paid and
non-assessable. The following summary description of certain provisions of the
Registrant's articles of incorporation does not purport to be complete and is
qualified in its entirety by reference to said provisions.
The Registrant's articles of incorporation authorize 3,000,000 shares
of Common Stock, par value $1.00 per share. The Board of Directors is authorized
to issue shares of the Registrant's Common Stock from time to time without
shareholder approval.
Dividend Rights
Dividends may be declared on the Common Stock out of the funds legally
available therefor. The Registrant is a legal entity separate and distinct from
its subsidiaries. Accordingly, the right of the Registrant and its shareholders
to participate in any distribution of the assets or earnings of any subsidiary
is necessarily subject to the prior claims of creditors of such subsidiary,
except to the extent that claims of the Registrant in its capacity as a creditor
of any subsidiary may be recognized.
Voting Rights
Each holder of the Common Stock is entitled to one (1) vote for each
share held of record on the books of the Registrant. Shareholders do not have
cumulative rights with respect to the election of directors.
Liquidation and Preemptive Rights
In the event of the liquidation, dissolution or winding-up of the
Registrant, whether voluntary or involuntary, the holders of the Common Stock
will be entitled (after all debts of the Registrant have been paid) to share
ratably in all assets of the Registrant available for distribution to holders of
Common Stock.
The holders of the Common Stock have no preemptive rights.
Provisions Relating to Change in Control
The Registrant is subject to the Rhode Island Business Combination Act
(the "Business Combination Act") which, subject to certain exceptions, prohibits
business combinations involving certain shareholders of publicly held
corporations for a period of five years after such shareholders acquire 10% or
more of the outstanding voting stock of the corporation (a "10% Holder"). A
"business combination" is defined to include a merger or consolidation of the
Registrant with the 10% Holder, a sale, lease, mortgage, pledge or other
disposition with the 10% Holder involving 10% of the Registrant's assets, stock
or earning power, a transaction in which the 10% Holder receives stock in the
Registrant (other than in connection with a rights exercise or involving a pro
rata distribution to all holders), the adoption of a plan of liquidation or
dissolution proposed by or negotiated with the 10% Holder, or any
reclassification, recapitalization, consolidation or other transaction proposed
by or negotiated with the 10% Holder which has the effect of increasing his or
her proportionate stock ownership in the Registrant.
Item 2. Exhibits
The securities described herein are to be registered on the American
Stock Exchange, on which no other securities of the Registrant are registered.
Accordingly, pursuant to Part II to the Instructions as to Exhibits on Form 8-A,
the following exhibits are not filed with, or incorporated by reference in,
copies of this Registration Statement on Form 8-A filed with the Commission, but
are filed as part of this Registration Statement on Form 8-A filed with the
American Stock Exchange except as provided below:
1.1 Annual Report of the Registrant on Form 10-KSB for the year ended
December 31, 1996 (incorporated in Exhibit 6.1 hereto).
2.2 Quarterly Report of the Registrant on Form 10-QSB for the quarter ended
March 31, 1997.
3.1 Proxy Statement of the Registrant, dated March 24, 1997, for the Annual
Meeting of Shareholders held April 29, 1997.
4.1 Form of Restated Articles of Incorporation of the Registrant (a copy of
which is filed herewith).
4.2 Bylaws of the Registrant, as amended.
5.1 Specimen certificate evidencing Common Stock (a copy of which is filed
herewith).
6.1 1996 Annual Report of the Registrant submitted to the Shareholders of
the Registrant.
<PAGE>
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, thereunto duly authorized.
CAPITAL PROPERTIES, INC.
(Registrant)
By: /s/ Barbara J. Dreyer
BARBARA J. DREYER
Director, President and Treasurer
Dated: June 6, 1997
Exhibit 4.1
Filing fee: $70.00
FORM OF
RESTATED ARTICLES OF INCORPORATION
OF
Capital Properties, Inc.
Pursuant to the provisions of Section 7-1.1-59 of the General Laws,
1956, as amended, the undersigned corporation adopts the following Restated
Articles of Incorporation:
FIRST: The name of the corporation is Capital Properties, Inc.
SECOND: The period of its duration is perpetual.
THIRD: The purpose or purposes which the corporation is authorized to
pursue are:
To buy, sell, hold and otherwise deal in the shares of stock and other
securities of any other corporation or corporations, and to conduct any and all
lawful business for which corporations may be organized under the Rhode Island
Business Corporation Act.
FOURTH. The aggregate number of shares which the corporation has authority
to issue is 3,000,000 shares of common stock, $1.00 par value each.
Note: If the authorized shares consist of one class only, insert a statement
of the par value of such shares or a statement that all of such shares
are without par value.
If the authorized shares are divided into classes, insert a statement
of the number of shares of each class, a statement of the par value of
the shares of each such class or that such shares are without par
value, and a statement of the preferences, limitations and relative
rights in respect of the shares of each class.
If the authorized shares of any preferred or special class are issuable
in series, insert a statement of the designation of each series, a
statement of the variations in the relative rights and preferences as
between series in so far as the same are fixed in the articles of
incorporation and a statement of any authority vested in the board of
directors to establish series and fix and determine the variations in
the relative rights and preferences as between series.
FIFTH: Existing provisions limiting or denying to shareholders the
preemptive right to acquire additional or treasury shares of the corporation
are:
Shareholders of the corporation shall have no preemptive
rights with respect to unissued or treasury shares of the corporation
or securities convertible into shares or carrying a right to subscribe
to or acquire shares of the corporation.
SIXTH: Existing provisions of the articles of incorporation for the
regulation of the internal affairs of the corporation are:
See Exhibit A attached hereto and made a part hereof.
SEVENTH: The restated articles of incorporation correctly set forth without
change the corresponding provisions of the articles of incorporation as
heretofore amended, and supersede the original articles of incorporation and all
amendments thereto.
Dated June 12, 1997 Capital Properties, Inc.
By /s/ Barbara J. Dreyer
Its..........President
and /s/ Edwin G. Torrance
Its..........Secretary
STATE OF RHODE ISLAND )
) SC.
COUNTY OF PROVIDENCE )
At Providence in said county on this 12th day of June, 1997, personally
appeared before me Barbara J. Dreyer, who, being by me first duly sworn,
declared that she is the President of Capital Properties, Inc., that she signed
the foregoing document as President of the corporation, and that the statements
therein contained are true.
/s/ Jacqueline G. Maynard
Notary Public
(NOTARIAL SEAL)
<PAGE>
3
EXHIBIT A
"SIXTH: Provisions (if any) for the regulation of the internal affairs of
the corporation:
I. (A) A Director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of the
Director's duty as a Director, except for (i) liability for any breach of the
Director's duty of loyalty to the corporation or its shareholders, (ii)
liability for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) liability imposed pursuant to
the provisions of Section 43 of the Rhode Island Business Corporation Act, as
amended (the "Act"), or (iv) liability for any transaction (other than
transactions approved in accordance with Section 37.1 of the Act) from which the
Director derived an improper personal benefit. If the Act is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the corporation
shall be eliminated or limited to the fullest extent so permitted. Any repeal or
modification of this provision by the corporation shall not adversely affect any
right or protection of a Director of the corporation existing prior to such
repeal or modification.
(B) The Directors of the corporation may include provisions in the
corporation's by-laws, or may authorize agreements to be entered into with each
Director, officer, employee or other agent of the corporation (an "Indemnified
Person"), for the purpose of indemnifying an Indemnified Person in the manner
and to the extent permitted by the Act.
In addition to the authority conferred upon the Directors of the
corporation by the foregoing paragraph, the Directors of the corporation may
include provisions in its by-laws, or may authorize agreements to be entered
into with each Indemnified Person, for the purpose of indemnifying such person
in the manner and to the extent provided herein:
(i) The by-law provisions or agreements authorized hereby may provide that
the corporation shall, subject to the provisions of this Article, pay, on behalf
of an Indemnified Person any Loss or Expenses arising from any claim or claims
which are made against the Indemnified Person (whether individually or jointly
with other Indemnified Persons) by reason of any Covered Act of the Indemnified
Person.
(ii) For the purposes of this Article, when used herein
(1) "Directors" means any or all of the directors of the corporation or
those one or more shareholders or other persons who are exercising any powers
normally vested in the board of directors;
(2) "Loss" means any amount which an Indemnified Person is legally
obligated to pay for any claim for Covered Acts and shall include, without being
limited to, damages, settlements, fines, penalties or, with respect to employee
benefit plans, excise taxes;
(3) "Expenses" means any expenses incurred in connection with the defense
against any claim for Covered Acts, including, without being limited to, legal,
accounting or investigative fees and expenses or bonds necessary to pursue an
appeal of an adverse judgment; and
(4) "Covered Act" means any act or omission of an Indemnified Person in the
Indemnified Person's official capacity with the Corporation and while serving as
such or while serving at the request of the Corporation as a member of the
governing body, officer, employee or agent of another corporation, including,
but not limited to corporations which are subsidiaries or affiliates of the
Corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan.
(iii) The by-law provisions or agreements authorized hereby may cover Loss
or Expenses arising from any claims made against a retired Indemnified Person,
the estate, heirs or legal representative of a deceased Indemnified Person or
the legal representative of an incompetent, insolvent or bankrupt Indemnified
Person, where the Indemnified Person was an Indemnified Person at the time the
Covered Act upon which such claims are based occurred.
(iv) Any by-law provisions or agreements authorized hereby may provide for
the advancement of Expenses to an Indemnified Person prior to the final
disposition of any action, suit or proceeding, or any appeal therefrom,
involving such Indemnified Person and based on the alleged commission by such
Indemnified Person of a Covered Act, subject to an undertaking by or on behalf
of such Indemnified Person to repay the same to the corporation if the Covered
Act involves a claim for which indemnification is not permitted under clause
(v), below, and the final disposition of such action, suit, proceeding or appeal
results in an adjudication adverse to such Indemnified Person.
(v) The by-law provisions or agreements authorized hereby may not indemnify
an Indemnified Person from and against any Loss, and the corporation shall not
reimburse for any Expenses, in connection with any claim or claims made against
an Indemnified Person which the corporation has determined to have resulted
from: (1) any breach of the Indemnified Person's duty of loyalty to the
corporation or its shareholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law; (3) action
contravening Section 43 of the Act; or (4) a transaction (other than a
transaction approved in accordance with Section 37.1 of the Act) from which the
person seeking indemnification derived an improper personal benefit.
(vi) The agreements authorized hereby may contain such other terms and
conditions, consistent with the provisions of this section, as the board of
directors determines to be necessary or desirable.
II. Pursuant to Section 7-1.1-30.3(2) of the General Laws, 1956, as
amended, and except for actions pursuant to Section 7-1.1-67, 7-1.1-70 or
7-1.1-72 of the General Laws, 1956, as amended, whenever the vote of the
shareholders at a meeting thereof is required or permitted to be taken for and
in connection with any corporate action, such action may be taken without a
meeting by the written consent of less than all the shareholders entitled to
vote thereon if the shareholders who so consent would be entitled to cast at
least the minimum number of votes which would be required to take such action at
a meeting at which all shareholders entitled to vote thereon are present. Prompt
notice of such action shall be given to all shareholders who would have been
entitled to vote upon the action if such meeting were held."
50708 Exhibit 5.1
COMMON STOCK COMMON STOCK
NUMBER SHARES
CP
THIS CERTIFICATE IS TRANSFERABLE CUSIP 140430 10 9
IN NEW YORK, NEW YORK
SEE REVERSE FOR
CERTAIN DEFINITIONS
CAPITAL PROPERTIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF RHODE ISLAND
THIS CERTIFIES that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE
OF $1.00 each of CAPITAL PROPERTIES, INC. 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. This certificate is not valid
until 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:
____________________________ __________________________________________
Secretary President
CAPITAL PROPERTIES, INC.
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
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 POSTAL ZIP CODE OF ASSIGNEE
................................................................................
................................................................................
................................................................................
Shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint..............................................
................................................................................
................................................................................
................................................................................
<PAGE>
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, .....................................
___________________________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
SIGNATURE GUARANTEED: _________________________________________
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.
