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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCHULLER CORPORATION
(Exact name of registrant as specified in its character)
DELAWARE 84-0856796
(State or other jurisdiction of incorporation or (I.R.S. employer
organization) identification no.)
717TH STREET, DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 978-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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COMMON STOCK ($.01 PAR VALUE) NEW YORK STOCK EXCHANGE, INC.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Description of Common Stock
The authorized capital stock of Schuller Corporation (the "Company")
consists of 175,000,000 shares of Common Stock, $.01 par value (the "Common
Stock"), which Common Stock is listed on the New York Stock Exchange.
Each share of Common Stock entitles the holder thereof to one vote
with respect to all matters upon which stockholders have a right to vote.
Holders of Common Stock have no redemption rights, no preemptive or cumulative
voting rights, and no rights to convert their shares into other securities.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and
subject to preferential rights of any preferred stock. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
will be entitled to share ratably in any proceeds available for distribution
after payment of all claims of creditors and subject to preferential rights of
any preferred stock.
The Company has authorized certain Convertible Preferred Stock, Series
A, $1.00 par value (the "Convertible Preferred Stock"), which shares have
rights, preferences and privileges, including dividend rights, liquidation
rights and conversion rights, senior to the Common Stock. All previously
outstanding shares of Convertible Preferred Stock have been converted, no
shares of Convertible Preferred Stock currently are outstanding, and the
Company has no intention of issuing any such shares.
The Company also has authorized certain Cumulative Preference Stock,
Series B, $1.00 par value (the "Cumulative Preference Stock"), which shares
have rights, preferences and privileges, including dividend rights and
liquidation rights, senior to the Common Stock. All previously outstanding
shares of Cumulative Preference Stock have been redeemed, no shares of
Cumulative Preference Stock currently are outstanding, and the Company has no
intention of issuing any such shares.
Certain Charter and Bylaws Provisions
The Company's Amended and Restated Certificate of Incorporation
provides that no action which is required by the General Corporation Law of the
State of Delaware to be taken at any annual or special meeting of the
stockholders of the Company may be taken without such annual or special
meeting. The Company's Amended and Restated By-Laws provide that special
meetings of stockholders may only be called by the Board of Directors, the
Chief Executive Officer of the Company or the Secretary of the Company upon
written request of shareholders owning 15 percent or more of the outstanding
shares entitled to vote.
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Certain Statutory Provisions
The Delaware General Corporation Law permits Delaware corporations to
include in their certificates of incorporation a provision eliminating or
limiting director liability to a corporation or its stockholders for monetary
damages arising from breaches of their fiduciary duty. The only limitations
imposed under the statute are that such provision may not eliminate or limit a
director's liability (i) for breaches of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or involving intentional misconduct or knowing violations of law, (iii) for the
payment of unlawful dividends or unlawful stock purchases or redemptions or
(iv) for transactions in which the director derived an improper personal
benefit. The Company's Amended and Restated Certificate of Incorporation
contains a provision eliminating the liability of the Company's directors for
breaches of their fiduciary duty, subject to the foregoing statutory
limitations. This provision does not limit or otherwise affect the personal
liability of a director for violation of the federal securities laws.
Section 203 of the Delaware General Corporation Law generally
prohibits an "interested stockholder" (defined generally as a person owning 15%
or more of the Company's outstanding voting stock) from engaging in a "business
combination" (as defined in Section 203) with the Company for three years
following the date such person became an interested stockholder unless, among
other exceptions, (a) before such person became an interested stockholder, the
Board of Directors of the Company approved the transaction in which the
interested stockholder became an interested stockholder or approved the
business combination, (b) upon consummation of the transaction that resulted in
the interested stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the voting stock of the Company outstanding at
the time the transaction commenced (excluding stock held by directors who are
also officers of the Company and by employee stock plans that do not provide
employees with the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer) or (c) at
or following the time that the business combination is approved by the Board of
Directors of the Company and authorized at a meeting of stockholders by the
affirmative vote of the holders of at least two-thirds of the outstanding
voting stock of the Company not owned by the interested stockholder. Section
203 is applicable to the Company.
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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 amendment to registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: June 19, 1996 Schuller Corporation
By: /s/ W. Thomas Stephens
Name: W. Thomas Stephens
Title: Chief Executive Officer and
President
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