<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GRAPHIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
------------------------------------------------------
GEORGIA 58-1101633
(State of incorporation or organization) (I.R.S. employer
identification no.)
2155 MONROE DRIVE
ATLANTA, GEORGIA 30324
PHONE: (404) 874-3327 30324
(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
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
Common Stock, $.10 par value The New York Stock Exchange, Inc.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
<PAGE>
- --------------------------------------------------------------------------------
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Prior to the effective date of this Registration Statement on Form 8-A, the
Registrant's common stock, $.10 par value per share ("Common Stock"), was
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"). The Registrant is filing this Registration Statement to
register its Common Stock pursuant to Section 12(b) of the Exchange Act in
connection with the listing of its Common Stock on The New York Stock Exchange,
Inc. This Registration Statement on Form 8-A therefore supersedes the
Registrant's prior Registration Statement on Form 8-A with respect to the Common
Stock and all amendments thereto.
Common Stock
The Registrant is authorized by its Articles of Incorporation to issue up to
20,000,000 shares of Common Stock. The holders of Common Stock are entitled to
one vote for each share held on all matters submitted to a vote of the
shareholders except for the election of directors. In the election of
directors, if the number of shares of Class B Common Stock (which is described
below) outstanding is not less than 12.5% of the total number of shares of
Common Stock and Class B Common Stock outstanding, then the holders of Common
Stock have the right to vote as a separate class to elect a number of directors
equal to 25% (rounded up to the next whole number) of the Board of Directors and
have no right to vote with respect to the remaining members of the Board of
Directors. If the number of shares of Class B Common Stock outstanding is less
than 12.5% of the total number of shares of Common Stock and Class B Common
Stock outstanding, then the holders of the Common Stock and the holders of the
Class B Common Stock vote together as a single class with respect to the
remaining members of the Board of Directors. Except as may otherwise be
required by law or the Articles of Incorporation, the holders of Common Stock
and Class B Common Stock will vote together as a single class, subject to any
voting rights that may be granted to holders of Preferred Stock. Holders of
Common Stock do not have cumulative voting rights.
The holders of shares of Common Stock are entitled to receive such dividends,
if any, as may be declared on the Common Stock from time to time by the Board of
Directors in its discretion from funds legally available therefor after payment
or provision for payment of dividends on any series of Preferred Stock then
outstanding. In the event of the liquidation, dissolution or winding up of the
Registrant, holders of Common Stock are entitled to share ratably with the
holders of Class B Common Stock in all assets remaining after payment of all
debts and other liabilities and any liquidation preference of the holders of
Preferred Stock. Holders of Common Stock have no subscription, redemption,
conversion or preemptive rights. The outstanding shares of Common Stock are
fully paid and nonassessable.
Class B Common Stock
The Registrant is authorized by its Articles of Incorporation to issue up to
10,000,000 shares of Class B Common Stock, $0.10 par value per share (the "Class
B Common Stock"). The holders of Class B Common Stock are entitled to 10 votes
for each share held on all matters submitted to a vote of the shareholders
except for the election of directors. The rights of the holders of Class B
Common Stock with respect to the election of directors are described above under
"Description of Registrant's Securities to be Registered - Common Stock."
Except as may otherwise be required by law or the Articles of Incorporation, the
holders of Common Stock and Class B Common Stock will vote together as a single
class, subject to any voting rights that may be granted to holders of Preferred
Stock. Shares of Class B Common Stock may only be transferred to another record
holder of Class B Common Stock or certain affiliates of the transferor described
in the Articles of Incorporation. The Class B Common Stock shareholders do not
have cumulative voting rights.
<PAGE>
The holders of shares of Class B Common Stock are entitled to receive such
dividends, if any, as may be declared on the Class B Common Stock from time to
time by the Board of Directors in its discretion from funds legally available
therefor after payment or provision for payment of dividends on any series of
Preferred Stock then outstanding. In the event of the liquidation, dissolution
or winding up of the Registrant, holders of Class B Common Stock are entitled to
share ratably with the holders of the Common Stock in all assets remaining after
payment of all debts and other liabilities and any liquidation preference of the
holders of Preferred Stock. Holders of Class B Common Stock have no
subscription, redemption or preemptive rights. The holders of the Class B
Common Stock have the right to convert each share of Class B Common Stock into
one share of Common Stock at any time without the payment of further
consideration. The outstanding shares of Class B Common Stock are fully paid
and nonassessable. Except as may be required in order to permit acquisitions to
be accounted for as a pooling of interests or in connection with stock splits or
stock dividends, no additional shares of Class B Common Stock may be issued
without the approval of the holders of a majority of the outstanding shares of
Common Stock and by the holders of a majority of the outstanding shares of Class
B Common Stock, with each class voting separately.
Preferred Stock
The Registrant is also authorized by its Certificate of Incorporation to
issue up to 500,000 shares of preferred stock, no par value ("Preferred Stock").
The Certificate of Incorporation authorizes the Board of Directors to designate
and issue from time to time one or more classes or series of Preferred Stock
without shareholder approval. The Board of Directors may fix and determine the
relative rights, preferences and privileges of each class or series of Preferred
Stock so issued. Because the Board of Directors has the power to establish the
preferences and rights of each class or series of Preferred Stock, it may afford
the holders of any series or class of Preferred Stock preferences, powers and
rights with respect to voting, liquidation or other matters that would be senior
to the rights of holders of Common Stock or Class B Common Stock.
Change of Control Provisions of the Articles of Incorporation
The Registrant's Articles of Incorporation also requires that, in addition to
any vote required by law, the Articles of Incorporation or the Bylaws, the
affirmative vote of the holders of at least 66 2/3% of the voting power of the
outstanding shares of Common Stock and Class B Common Stock, voting together as
a single class, and the affirmative vote of at least 66 2/3% of the voting power
of any outstanding shares of Preferred Stock entitled to vote on the matter
presented, voting as a separate class unless the terms of the Preferred Stock
provide that it will vote with the Common Stock and Class B Common Stock, will
be required to approve any merger of the Registrant with or into any other
corporation or the sale, lease, exchange or other disposition of all or
substantially all assets of the Registrant to or with any other corporation,
person or entity unless the proposal receives the approval of 66 2/3% of the
Registrant's directors. Upon such approval by the Board of Directors, the
affirmative vote of the holders of a majority of the voting power of the issued
and outstanding Common Stock and Class B Common Stock voting together as a
single class and the affirmative vote of the holders of a majority of the voting
power of any issued and outstanding Preferred Stock, voting as a separate class
unless the terms of the Preferred Stock provide that it will vote with the
Common Stock and Class B Common Stock, will be required for the approval of such
transaction. The affirmative vote of the holders of not less than 66 2/3% of
the votes entitled to be cast by the holders of the outstanding Common Stock and
Class B Common Stock, voting together as a single class, and the affirmative
vote of the holders of at least 66 2/3% of the votes of any issued and
outstanding shares of Preferred Stock, voting as a separate class unless the
terms of the Preferred Stock require the holders to vote with the Common Stock
and Class B Common Stock, is required to amend or repeal the foregoing voting
requirement unless the amendment or repeal is recommended by at least 66 2/3% of
the members of the Board of Directors. The voting requirements described above
may discourage or make more difficult a change in control of the Registrant.
<PAGE>
The holders of the Common Stock are entitled to one vote for each share held
and the holders of Class B Common Stock are entitled to 10 votes for each share
held on all matters submitted to a vote of the shareholders except for the
election of directors. In the election of directors, if the number of shares of
Class B Common Stock outstanding is not less than 12.5% of the total number of
shares of Common Stock and Class B Common Stock outstanding, then the holders of
Common Stock have the right to vote as a separate class to elect a number of
directors equal to 25% (rounded up to the next whole number) of the Board of
Directors and have no right to vote with respect to the remaining members of the
Board of Directors. If the number of shares of Class B Common Stock outstanding
is less than 12.5% of the total number of shares of Common Stock and Class B
Common Stock outstanding, then the holders of Common Stock and the holders of
the Class B Common Stock vote together as a single class with respect to the
remaining members of the Board of Directors. No additional shares of Class B
Common Stock may be issued without the approval of the holders of a majority of
the outstanding shares of Common Stock and by the holders of a majority of the
outstanding shares of Class B Common Stock, with each class voting separately.
Except as may otherwise be required by law or the Articles of Incorporation, the
holders of Common Stock and Class B Common Stock will vote together as a single
class, subject to any voting rights that may be granted to holders of Preferred
Stock. Shares of Class B Common Stock may only be transferred to another record
holder of Class B Common Stock or certain affiliates of the transferor described
in the Articles of Incorporation. Because 99.1% of the outstanding shares of
Class B Common Stock are held by the Chairman of the Board and Chief Executive
Officer of the Company and the Class B Common Stock is now entitled to elect 75%
of the directors of the Company and carries 10 votes per share on each other
matter presented to the shareholders of the Registrant, it would be difficult
for a person or group to obtain control of the Registrant without the approval
of the incumbent Chairman and Chief Executive Officer of the Company.
The Registrant is authorized under its Articles of Incorporation to issue up
to 500,000 shares of Preferred Stock without shareholder approval. The Board of
Directors may fix and determine the relative rights, preferences and privileges
of each class or series of Preferred Stock so issued. Accordingly, the Board of
Directors may afford the holders of any series or class of Preferred Stock
preferences, powers and rights with respect to voting, liquidation or other
matters that would be senior to the rights of holders of Common Stock or Class B
Common Stock. This could discourage an attempt to obtain control of the
Registrant in a transaction not approved by the Board of Directors.
<PAGE>
Item 2. EXHIBITS
The following exhibits have been filed with The New York Stock Exchange, Inc.:
2(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997.
2(b) Proxy Statement for the Registrant's 1997 Annual Meeting of Shareholders.
2(c) Articles of Incorporation of the Registrant.
2(d) Bylaws of the Registrant.
2(e) Specimen Stock Certificate for the Registrant's Common Stock.
2(f) The Registrant's 1997 Annual Report to Shareholders.
<PAGE>
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, thereunto duly authorized.
GRAPHIC INDUSTRIES, INC.
(Registrant)
By: /s/ Mark C. Pope III
-------------------------
Mark C. Pope III
Chairman and Chief Executive Officer
Dated: May 21, 1997
