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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
CONGOLEUM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 02-0398678
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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3705 QUAKERBRIDGE ROAD
P.O. BOX 3127
MERCERVILLE, NEW JERSEY 08619
(609) 584-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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), please 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), please check the following box. |__|
Securities Act registration statement file number to which this form
relates: ___________ (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered
Class A Common Stock, par value $.01 per share
Name of Each Exchange on Which
Each Class is to be Registered
American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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EXPLANATORY NOTE
This Registration Statement on Form 8-A/A amends the Registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
January 31, 1995. It is being filed in connection with the listing of the
Registrant's Class A common stock, $.01 par value, on the American Stock
Exchange.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Class A Common Stock, $.01 Par Value. The capital stock of Congoleum
Corporation (the "Company" or "Registrant") to be registered consists of
20,000,000 shares of Class A common stock, par value $.01 per share (the "Class
A Common Stock").
Preemptive Rights. The Class A Common Stock is not redeemable and the
holders thereof have no preemptive or other subscription rights to purchase any
securities of the Registrant.
Dividends and Other Distributions. Subject to Delaware General
Corporation Law, any preferences that may be applicable to any class or series
of Preferred Stock of the Registrant ("Preferred Stock") that may be outstanding
from time to time and limitations in certain debt instruments, the holders of
Class A Common Stock, together with the holders of Class B common stock, par
value $.01 per share (the "Class B Common Stock") of the Registrant, will be
entitled to receive dividends when, as and if declared by the Board of Directors
out of legally available funds. Any cash dividends declared must be paid equally
on a per share basis on the Class A Common Stock and Class B Common Stock. In
the event of a liquidation, dissolution or winding up of the affairs of the
Registrant, the holders of shares of Class A Common Stock and Class B Common
Stock will be entitled to share ratably in all assets which are
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available for distribution to them after payment of liabilities and after
provision has been made for each outstanding series of Preferred Stock, if any,
having preference over the Class A Common Stock and Class B Common Stock.
Voting. Each outstanding share of Class A Common Stock is entitled to
one vote per share on all matters submitted to a vote of stockholders and each
outstanding share of Class B Common Stock is entitled to two votes per share on
all matters submitted to a vote of stockholders other than certain extraordinary
matters. Both classes vote together as a single class on all matters, except
where class voting is required by the Delaware General Corporation Law, and in
the case of any amendment of the Certificate of Incorporation of the Registrant
which would increase the authorized number of shares or affect the voting,
dividend or liquidation rights of the Class B Common Stock or any amendment to
Article TENTH of the Registrant's Amended Certificate of Incorporation requiring
at least two non-affiliated directors, each of which must be approved, in
addition to any vote required by the Delaware General Corporation Law, by the
holders of a majority of the outstanding shares of Class A Common Stock voting
separately as a class, and the optional conversion of all of the outstanding
shares of Class B Common Stock into an equal number of shares of Class A Common
Stock, which must be approved by the holders of a majority of the outstanding
shares of Class B Common Stock voting separately as a class. Under the Delaware
General Corporation Law, holders of shares of class A Common Stock and holders
of Class B Common Stock will be entitled to vote as separate classes on
proposals to change the par value of such classes or to alter or change the
powers, preferences or special rights of such classes so as to affect the
holders of such classes adversely. The Registrant's Amended Certificate of
Incorporation does not permit cumulative voting.
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Notwithstanding the foregoing, approval of (a) any merger or consolidation
involving the Registrant immediately after which forty-nine percent (49%) or
more of the voting stock of the surviving or resulting corporation will be held
by persons other than persons who were stockholders of the Registrant
immediately prior to the consummation thereof, (b) any sale or other disposition
of all or substantially all of the assets of the Registrant, (c) any dissolution
of the Registrant or (d) any proposed "going private" transaction involving the
Registrant and American Biltrite Inc. ("American Biltrite"), any affiliate of
American Biltrite or any group of which American Biltrite or any affiliate of
American Biltrite is a member will require the affirmative vote of holders of a
majority of the outstanding Class A Common Stock and Class B Common Stock (which
for this purpose will be entitled to only one vote per share), voting as a
single class. A "going private" transaction is defined as any "Rule 13e-3
transaction" as such term is defined in Rule 13e-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). An "affiliate"
is defined as any individual or entity who or that, directly or indirectly,
controls, is controlled by, or is under common control with American Biltrite.
For purposes of the foregoing definition, the term "control" means the
possession, direct or indirect, or the power to direct the course of the
management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise.
Because the Class B Common Stock carries additional voting rights, the
holders of Class B Common Stock will be able to control the outcome of
substantially all matters submitted to the stockholders of the Registrant
regardless of how other shares of the Registrant's capital stock are voted,
including, but not limited to, the election of their nominees as directors of
the Registrant. The existence of the Class B Common Stock may make the
Registrant less attractive as a target
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for a takeover and may render more difficult or discourage a merger proposal or
proxy contest for the removal of incumbent directors, even if such actions were
favored by the stockholders of the Registrant other than the holders of the
Class B Common Stock. Accordingly, the existence of the Class B Common Stock may
deprive the holders of the Class A Common Stock of an opportunity they might
otherwise have to sell their shares at a premium over the prevailing market
price in connection with a merger or acquisition.
ITEM 2. EXHIBITS.
*3.1 Registrant's Amended and Restated Articles of Incorporation.
* Incorporated by reference to the exhibit bearing the same number filed
with the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CONGOLEUM CORPORATION
June 27, 2000 By: /s/ Howard N. Feist, III
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Howard N. Feist, III
Chief Financial Officer and Secretary
