SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRICE COMMUNICATIONS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
New York 13-2991700
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
45 Rockefeller Plaza, New York, New York 10020
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(Address of Principal Executive Officers) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box.|X| box. |_|
Securities Act registration statement file number 001-08309
to which this form relates: ------------------
(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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Voting Common Stock, $.01 par value New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The capital stock that is registered is the voting common stock, $.01
par value (the "Common Stock"), of Price Communications Corporation (the
"Corporation"), authorized by the Corporation's Amended and Restated
Certificate of Incorporation of the Corporation (the "Restated Certificate")
filed with the New York Department of State on December 30, 1992 (the
"Effective Date"). The Corporation is authorized to issue 120,000,000 shares of
Common Stock.
Subject to the preferential rights of holders of outstanding shares of
preferred stock of the Corporation ("Preferred Stock"), if any, the holders of
Common Stock are entitled to share ratably in such dividends, if any, as may be
declared and paid by the Board of Directors out of funds legally available
therefor. Upon liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of Common Stock are entitled to share in the net
assets of the Corporation legally available for distribution after payment of
liabilities, subject to the rights of the holders of the shares of Preferred
Stock then outstanding, if any. The holders of Common Stock are entitled to one
vote per share at every meeting of the shareholders of the Corporation. There
is no cumulative voting. The holders of Common Stock have no conversion,
preemptive or subscription rights, and, assuming that such Common Stock is
validly issued, shall not be liable to further calls or to assessments by the
Corporation or for liability of the Corporation imposed on its stockholders
under State statutes.
Under the Restated Certificate, the Board of Directors of the
Corporation consists of three directors and each director serves for a three
year staggered term. The Restated Certificate and the Corporation's Amended and
Restated By-laws (the "Restated By-laws") contain provisions that are intended
to enhance the likelihood of continuity and stability in the composition of the
Board of Directors and which may have the effect of delaying, deferring or
preventing a further takeover or change in control of the Corporation unless
such takeover or change in control is approved by the Board of Directors.
The Restated By-laws provides that, in accordance with the Federal
Communications Act of 1934, as amended, and regulations of the Federal
Communications Commission, the Board of Directors may prohibit the ownership or
voting of more than 20% of the Corporation's outstanding capital stock by or
for the account of aliens or their representatives or by a foreign government
or representative thereof or by any corporation organized under the laws of a
foreign country (collectively "Aliens"), or by or for corporations of which any
officer is an Alien, or of which more than one-fourth of its capital stock is
owned of record or voted by Aliens, or any transfer of the Corporation's stock
which would cause the Corporation to violate the above or any other provision
of the Federal Communications Act of 1934, as amended, or Federal
Communications Commission regulation.
The Corporation is authorized to issue 20,000,000 shares of Preferred
Stock, in such series, number and designation, with such relative rights,
preferences, limitations, or restrictions as the Board of Directors shall
determine by resolution prior to the issuance of such Preferred Stock and
authorized by the Corporation's shareholders.
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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.
February 8, 2000
Price Communications Corporation
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(Registrant)
By: /s/ Robert Price
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Name: Robert Price
Title: President
