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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES ACT OF 1934
Cass Commercial Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-1265338
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
3636 South Geyer Road, Suite 100
St. Louis, Missouri 63127
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under
the Securities Act of 1933 pursuant to General Instruction
A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, par value $.50 per share
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES.
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Authorized Shares
The authorized common stock of the Registrant consists of
20,000,000 shares of common stock, having a par value of $.50 per
share. The Registrant also has authorized 2,000,000 shares of
preferred stock, par value $.50 per share.
Common Stock
Each holder of the Registrant's common stock is entitled to
share pro rata in dividends when and as declared by the Board of
Directors of the Registrant, and, in the event of liquidation of
the Registrant, to share pro rata in all assets remaining after the
payment of its creditors. Stockholders have no conversion rights,
and the stock is not redeemable. Holders of the common stock have
no preemptive rights with respect to authorized and unissued
securities of the Registrant. The holders of Registrant's common
stock are entitled to one vote for each share held on all matters
presented for vote by shareholders. Shareholders do not have
preemptive rights in the election of directors.
Preferred Stock
The Board of Directors is authorized to establish one or more
series of Preferred Stock and to determine, with respect to any
series of Preferred Stock, the terms and rights of such series,
including the following: (i) the designation of such series; (ii)
the rate and time of, and conditions and preferences with respect
to, dividends, and whether such dividends are cumulative; (iii) the
voting rights, if any, of shares of such series; (iv) the price,
timing and conditions regarding the redemption of shares of such
series and whether a sinking fund should be established for such
series; (v) the rights and preferences of shares of such series in
the event of the voluntary or involuntary dissolution, liquidation
of winding-up of the affairs of the Registrant; and (vi) the right,
if any, to convert or exchange shares of such series into or for
stock or securities of any other series or class.
Change in Control Provisions
The Registrant's Board of Directors is divided into three
classes, and as nearly as practicable one-third of the directors
are elected each year. The classification of the Board of
Directors could have the effect of delaying or preventing a change
in control of the Board of Directors. Directors may be removed
from office only for cause, and only by the affirmative vote of
holders of at least 75% of the outstanding shares entitled to vote
or by 70% of the authorized number of directors other than the
director to be removed.
Article XIII of the Registrant's By-Laws provides that if
during any time there is a "Related Person" (as defined therein) of
the Registrant, there is submitted to the shareholders any plan of
merger or other business combination or any proposal for the sale
of all or substantially all of the Registrant's assets, the
shareholders who do not vote in favor of such proposal shall be
entitled to redeem their shares for a cash redemption price equal
to the greatest
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of (i) the highest price paid for voting shares of
the Registrant by the Related Person within the preceding 24 months
or (ii) the highest trading price of the Registrant's voting shares
during the preceding 24 months, or (iii) the per share
shareholder's equity of the Registrant as of the end of the
preceding fiscal quarter.
Article XIV of the Registrant's By-Laws provides that, with
certain exceptions, the Registrant may not purchase its shares from
any "Controlling Person" for all shares of the Registrant during the
preceding 24 months unless the purchase is approved by a majority
of the voting power held by shareholders other than Controlling
Persons.
Article Eight of the Registrant's Articles of Incorporation
requires the affirmative vote of either 75% of the outstanding
shares of all classes of stock entitled to vote thereon, voting as
a single class, or 70% of the authorized number of directors, to
adopt, amend or repeal the Registrant's By-Laws. Article Ten of
the Registrant's Articles of Incorporation requires the affirmative
vote of at least 75% of the outstanding shares of all classes of
voting stock of the corporation, voting as a single class, to
approve certain transactions between the Registrant and a "related
person" (as defined therein).
The Registrant's By-Laws and Articles of Incorporation and an
amendment thereto are incorporated by reference or included
herewith as Exhibits 3.1, 3.1a and 3.2 hereto, all of which are
hereby incorporated into this Item by reference.
ITEM 2. EXHIBITS.
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Exhibit Description of
Number Exhibit
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3.1 Articles of Incorporation of Registrant filed as
Exhibit 3 to Registration Statement No. 2-80070 and
incorporated herein by reference.
3.1a Amendment dated April 15, 1996 to Articles of
Incorporation of Registrant filed as Exhibit 3.1a to
Registrant's Quarterly Report for the quarter ended March
31, 1996 and incorporated herein by reference.
3.2 By-Laws of Registrant filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated herein by
reference.
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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, thereto duly authorized.
Cass Commercial Corporation
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(Registrant)
Date April 19, 1996 By /s/ Lawrence A. Collett
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Lawrence A. Collett
Chairman and
Chief Executive Officer
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