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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MISSISSIPPI CHEMICAL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MISSISSIPPI 64-0292638
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
HIGHWAY 49 EAST, P.O. BOX 388, YAZOO CITY, MS 39194
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
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TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON STOCK, $.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
Common Stock $.01 Par Value
The capital stock of Mississippi Chemical Corporation (the
"Company" or "Registrant") to be registered on the New York Stock Exchange,
Inc. (the "Exchange"), is the Registrant's Common Stock with a par value of
$.01 per share. The holders of outstanding shares of Common Stock are entitled
to receive dividends out of assets legally available therefor at such times and
in such amounts as the Board of Directors may from time to time determine. The
shares of Common Stock are neither redeemable nor convertible, and the holders
thereof have no preemptive or subscription rights to purchase any securities of
the Company. Upon liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to receive, pro rata, the assets of the
Company that are legally available for distribution, after payment of all debts
and other liabilities. Each outstanding share of Common Stock is entitled to
one vote on all matters submitted to a vote of shareholders. There is no
cumulative voting in the election of directors.
Each of the items described below could result in the Company
being less attractive to a potential acquiror and could result in shareholders
receiving less for their shares of Common Stock than otherwise might be
available in the event of a takeover attempt.
The Company has chosen to be subject to the Mississippi Control
Share Act, which provides, in the case of a public company which has more than
500 of its shareholders resident in Mississippi or more than 10 percent of its
shares owned by Mississippi residents, that once a potential acquiror notifies
a company of the intention to purchase 20%, 331/3% or more than 50% of the
company's shares and requests a special meeting, a shareholders' meeting must
be held within 50 days, at the acquiror's expense, to vote on whether the
control shares (those held by the acquiring entity may exercise voting rights.
If a request is not made, shareholders will vote on whether to restore voting
rights at the next shareholder's meeting. Without the approval of a majority
of the outstanding shares, excluding shares owned by the acquiror and company
officers and employee-directors, the control shares do not receive voting
rights until three years have passed.
The Company has also chosen to be subject to the Mississippi
Shareholder Protection Act. By the terms of the act, a corporation may not
enter into any business combination with a 20%-shareholder unless: (a) 80% of
the outstanding shares and two-thirds of the shares not owned by the
20%-shareholder approve the combination; (b) 80% of the continuing directors
approve the combination; or (c) the aggregate amount of the offer meets certain
fair price criteria.
The Articles of Incorporation of the Company provide for the Board
of Directors to be divided into three classes, with staggered three-year terms.
As a result, only one class of directors will be elected at each annual meeting
of shareholders of the Company, with the other classes continuing for the
remainder of their respective terms.
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The Articles of Incorporation also provide that directors may be
removed from office only for cause and only at a shareholders' meeting called
for the purpose of removing such directors with notice stating such purpose.
Vacancies on the Board of Directors, including those resulting from an increase
in the number of directors, may be filled by the remaining directors or by the
shareholders and the term of any director filling a vacancy shall be for the
balance of the term of the retiring director's class.
Certain provisions contained in the Articles of Incorporation of
the Company, including those relating to the size and classification of the
Board of Directors, the indemnification of directors, the removal of directors,
the election to be subject to the Mississippi Shareholders Protection Act and
the Mississippi Control Share Act, the power of the Board of Directors to
increase the percentage of voting shares necessary to call a special meeting of
shareholders and the required vote necessary to approve the transactions may
only be amended by the affirmative vote of the holders of at least two-thirds
of the total outstanding voting power of the Company.
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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SIGNATURES
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.
MISSISSIPPI CHEMICAL CORPORATION
By: /s/ Robert E. Jones
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Name: Robert E. Jones
Title: Senior Vice President and General Counsel
Dated: September 23, 1996
