SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1933
K-V PHARMACEUTICAL COMPANY
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(Exact Name of Registrant as Specified in its Charter)
Delaware 43-0618919
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2503 S. Hanley Road, St. Louis, MO 63144
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(Address of Principal Executive Offices) (Zip Code)
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), check the following box. |X|
If the 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), check the following box. |_|
Securities Act registration statement file number to
which this form relates: _______
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to be registered which each class is to be registered
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Class A Common Stock, $0.01 Par Value New York Stock Exchange
Class B Common Stock, $0.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Authorized Capital Stock
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The Company's Certificate of Incorporation, as amended (the
"Certificate") provides for an authorized capital stock of 150,000,000 shares of
Class A Common Stock, par value $0.01 per share ("Class A Common Stock") and
75,000,000 shares of Class B Common Stock, par value $0.01 per share ("Class B
Common Stock") (collectively, the "Common Stock").
Common Stock
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Holders of Class B Common Stock are entitled to one vote per share for
the election of directors and other corporate matters. Holders of Class A Common
Stock are entitled to 1/20th of one vote per share for the election of directors
and other corporate matters. Class A Common Stock and Class B Common Stock vote
as a single class on all matters except to the extent otherwise required by
applicable law. The Common Stock does not include any cumulative voting rights
for the election of directors. The Common Stock is not subject to any preemptive
rights. The holders of Common Stock are entitled to dividends in such amounts
and at such times as may be declared by the Board of Directors of the Company
out of funds legally available therefor; provided, however, cash or other
non-stock dividends paid on Class A Common Stock must equal 120% of cash or
other non-stock dividends paid on Class B Common Stock. Class B Common Stock is
convertible into Class A Common Stock at any time on a share-for-share basis.
Upon liquidation or dissolution, holders of Common Stock are entitled to share
ratably in all net assets available for distribution to stockholders after
payment of any liquidation preferences to holders of any outstanding shares of
preferred stock.
Special Provisions of the Certificate and Delaware Law
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The Company is a Delaware corporation and is subject to Section 203 of
the Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years following
the date such person became an interested stockholder unless: (i) before such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding stock held by directors who are also officers
of the corporation and by employee stock plans that do not provide employees
with the rights to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer); or (iii) on or following
the transaction in which such person became an interested stockholder, the
business combination is approved by the board of directors of the corporation
and approved at a meeting of stockholders by the affirmative vote of the holders
of at least two-thirds of the outstanding voting stock of the corporation not
owned by the interested stockholder. Under Section 203, the restrictions
described above also do not apply to certain business combinations proposed by
an interested stockholder following the earlier of the announcement or
notification of one of certain extraordinary transactions involving the
corporation and a person who had not been an interested stockholder during the
previous three years or who became an interested stockholder with the approval
of a majority of the corporation's directors, if such extraordinary transaction
is approved or not opposed by a majority of the directors who were directors
prior to any person becoming an interested stockholder during the previous three
years or who were recommended for election or elected to succeed such directors
by a majority of such directors.
The foregoing provisions could delay or frustrate the removal of
incumbent directors or a change in control of the Company. The provisions could
also discourage or make more difficult a merger, tender offer or proxy contest,
even if such event would be favorable to the interests of stockholders.
Section 102(a)(7) of the Delaware General Corporation Law authorizes
corporations to limit or eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach of the
directors' fiduciary duty of care. The duty of care requires that, when acting
on behalf of the corporation, directors must exercise an informed business
judgment based on all material information reasonably available to them. Absent
the limitations now authorized by such legislation, directors are accountable to
corporations and their stockholders for monetary damages for conduct
constituting gross negligence in the exercise of their duty of care. Although
Section 102(a) does not change directors' duty of care, it enables corporations
to limit available relief to equitable remedies such as injunction or
rescission. The Certificate limits the liability of the directors to the Company
or its stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by Section 102(a). Specifically,
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary duty as a director, except: (i) for any breach
of the director's duty of loyalty to the Company or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware
General Corporation Law; or (iv) for any transaction from which the director
derived an improper personal benefit.
Transfer Agent
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The transfer agent and registrar for the Common Stock is Chase Mellon,
Shareholder Services.
Item 2. Exhibits
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1. All exhibits required by Instruction II to Item 2
will be provided to the New York Stock Exchange.
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SIGNATURES
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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.
K-V PHARMACEUTICAL COMPANY
By: /s/ Gerald R. Mitchell
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Gerald R. Mitchell
Vice President - Finance
(Chief Financial Officer)
Dated: March 22, 1999
