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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
CMI Corporation
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(Exact Name of Registrant as Specified in its Charter)
Oklahoma 73-0519810
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(State of Incorporation or Organization) (IRS Employer Identification No.)
I-40 and Morgan Road
Oklahoma City, Oklahoma 73128
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(Address of Principal Executive Offices, including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to be so registered which each class is to be registered
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Voting Class A Common Stock, New York Stock Exchange
$0.10 par value
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered. The
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Registrant hereby incorporates by reference the description of the Voting Class
A Common Stock, $0.10 par value per share, and the effect of the transfer
restrictions imposed thereon set forth under the caption "AMENDMENT AND
RESTATEMENT OF CERTIFICATE OF INCORPORATION" in the definitive proxy statement
filed by Registrant with the Securities and Exchange Commission on or about
January 7, 1992 with respect to Registrant's February 7, 1992 Special Meeting of
Shareholders. There are no redemption or sinking fund provisions applicable to
the Voting Class A Common Stock and there is no liability to further calls or to
assessments by the Registrant.
Pursuant to the authority expressly granted to and vested in the Board of
Directors of the Registrant, in 1985, the Registrant created a series of
preferred stock of the Registrant known as the "Series B Preferred Stock", of
which series 4,500 shares are currently issued and outstanding. The Registrant
has not redeemed, as scheduled, 4,250 shares of its Series B Preferred Stock.
In addition, nine consecutive semi-annual dividend payments from January 1990
through January 1994 have not been paid with respect to the Series B Preferred
Stock. The Registrant made dividend payments of $157,500 on the Series B
Preferred Stock in July 1994 and January 1995. Under the terms of the Series B
Preferred Stock, no liquidation payments may be made to the holders of the
Voting Class A Common Stock in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Registrant unless or until the
holders of shares of the Series B Preferred Stock then outstanding shall each
have received an amount
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per share equal to $1,000 plus all unpaid accrued dividends thereon, to and
including the date of payment. Similarly, under the terms of the Series B
Preferred Stock, no dividend may be declared or paid or any other distribution
ordered or made upon, or any other purchase or redemption made of, the Voting
Class A Common Stock unless and until all dividends accrued on the Series B
Preferred Stock have been paid, or declared and a sum sufficient for payment
thereof set apart. The terms of the Series B Preferred Stock are such that if
two consecutive dividend payments or redemptions are not made, the Registrant's
Board of Directors may be increased by one member and the holders of the Series
B Preferred Stock will have the exclusive right to elect an individual to fill
such newly created directorship. This special voting right continues until the
dividend payments or redemptions are made. The current holder (the "Holder") of
all of the issued and outstanding shares of Series B Preferred Stock has not yet
exercised this special voting right.
Pursuant to the terms of a Stock Purchase Agreement, dated March 31, 1995,
between the Registrant and the Holder, the Registrant has agreed to repurchase
all outstanding shares of Series B Preferred Stock in a series of installments,
with all shares to be repurchased on or before December 31, 1996. The purchase
price for such shares of Series B Preferred Stock may, at the discretion of the
Registrant, be paid in cash and/or through the issuance to the Holder of shares
of Voting Class A Common Stock. In connection therewith, the Holder has agreed
that, so long as the Registrant fulfills its obligations under the Stock
Purchase Agreement, (i) an aggregate dividend of not more than $300,000 may, at
the Registrant's discretion, be declared and paid in each of 1995 and 1996 to
holders of the Voting Class A Common Stock and the Company's Voting Common
Stock, $0.10 par value, and (ii) the Holder will not attempt to exercise the
special voting right described in the preceding paragraph.
Article IV of the Bylaws of the Registrant classifies the Board of
Directors of the Registrant into three classes and further provides that such
Article IV may be amended only by the vote of the holders of 75% of the shares
entitled to vote thereon. The purpose and intended effect of the classification
of the Board of Directors was, in general, to make the Registrant less
vulnerable to an unsolicited takeover attempt by an outside party by making it
more time-consuming to change the composition of the Board of Directors and to
attempt to assure continuity and stability of the Registrant's management and
policies, since a majority of the directors at any given time would have prior
experience as directors of the Registrant.
Item 2. Exhibits.
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1. All exhibits required by Instruction II to Item 2 will be supplied
to the New York Stock Exchange.
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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.
CMI CORPORATION
BY: /s/ Jim D. Holland
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Jim D. Holland, Senior Vice President
Date: May 9, 1995
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