1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM 8-A
(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
SPARTECH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 43-0761773
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
120 South Central Avenue, Suite 1700, Clayton, Missouri 63105
(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. / /
If this 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:
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Each Class
to be so Registered is to be Registered
Common Stock, Par Value $.75 per Share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Preliminary Note:
The purpose of this amendment is to update the description of the registered
securities contained in the registration statement.
Item 1. Description of Registrant's Securities to be Registered.
The registered securities are registrant's Common Stock, $.75 Par Value, of
which there are 45,000,000 shares currently authorized. The Common Stock is
listed on the New York Stock Exchange. The registrant no longer has outstanding
or authorized any of its previously-registered 9% Convertible Subordinated
Debentures Due 1999.
(1)(i) Dividend rights. Subject to preferences that may be applicable to
any then outstanding shares of preferred stock, of which no shares are currently
authorized, the holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor.
(ii) Terms of conversion. The Common Stock is not convertible into any
other security.
(iii) Sinking fund provisions. There are no sinking fund provisions.
(iv) Redemption provisions. There are no redemption provisions.
(v) Voting rights. The holders of the Common Stock are entitled to one
vote for each share held of record on all matters submitted to a vote of
stockholders.
Under the registrant's charter and bylaws, the corporate actions listed
below must be approved both by shareholders owning at least 80% of the
registrant's shares, and by shareholders owning a majority of those shares that
are not held by persons who beneficially own 10% or more of the registrant's
shares. The following actions are subject to these special approval
requirements:
-- A change in the method for amending the registrant's bylaws,
-- A change in the classes, qualifications or terms of office of the
directors, or in the maximum or minimum size of the board of directors,
-- The removal of a director, or a change in the method of removing
directors, or
-- A change in the method for filling vacancies on the board of directors.
The following actions are also subject to the same special approval
requirement unless the registrant's board of directors approves the action by
the affirmative vote of at least 80% of the directors, by unanimous written
consent, or before the other shareholder party to the transaction acquires its
10% beneficial ownership of the registrant.
-- A merger or consolidation of the registrant with a person that
beneficially owns 10% or more of the registrant's shares,
-- The sale, lease, exchange or other disposition of all or any substantial
part of the registrant's assets to or with a person that beneficially
owns 10% or more of the registrant's shares, or
-- the issuance or transfer by the registrant or any of its subsidiaries of
any securities of the registrant or any securities of any of its
subsidiaries having total assets of $5,000,000 or more, to a person that
beneficially owns 10% or more of the registrant's shares, unless the
issuance or transfer is in exchange for assets or securities having an
aggregate fair market value of less than $1,000,000.
(vi) Classified board of directors. The registrant's board of directors is
divided into three classes, and as nearly as practicable, one-third of the
directors are assigned to each class. One class is elected each year, and each
director serves for a three-year term. Cumulative voting is not permitted in
the election of directors.
(vii) Liquidation rights. In the event of the liquidation of the
registrant, each share of Common Stock is entitled to share equally in the
proceeds of liquidation available for distribution to the holders of common
stock.
(viii) Preemption rights. The holders of the Common Stock have no
preemptive rights.
(ix) Liability to further calls or assessments. The holders of the Common
Stock have no liability to further calls or to assessments by the registrant.
(x) Restrictions on alienability. Subject to compliance with applicable
provisions of federal and state securities laws, there are no restrictions on
alienability of the Common Stock.
(xi) Provisions discriminating against substantial security holders. As
described in paragraph (1)(v) above, certain business combinations with a person
that beneficially owns 10% or more of the Common Stock must be approved by
special shareholder votes, which includes the affirmative vote of shareholders
owning a majority of those shares that are not held by that person or any other
person that beneficially owns 10% or more of the registrant's shares, unless the
registrant's board of directors approves the action by the affirmative vote of
at least 80% of the directors or by unanimous written consent.
(2) Modification of rights. There is no provision by which the rights of
holders of the Common Stock may be modified otherwise than by a vote of at least
a majority of the outstanding shares.
(3) Preferred stock. Preferred stock is not being registered.
(4) Prior rights of other classes of securities. The rights of the holders
of Common Stock would be subject to the rights, preferences and privileges of
the holders of the registrant's preferred stock, of which 4,000,000 shares or
authorized. However, no shares of preferred stock are currently outstanding.
The registrant's board of directors has the authority to issue shares of
preferred stock in one or more series and to fix the rights, preferences
privileges and restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption, liquidation preferences, sinking
fund terms and the number of shares constituting any series or the designation
of such series, all without any further vote or action by the stockholders.
If at any time dividends on all series of preferred stock are in arrears in
an aggregate amount equal to six quarterly dividends on all shares of all series
of preferred stock at that time outstanding, then the holders of all series of
preferred stock then outstanding, voting as a separate class, would be entitled
at each meeting of stockholders to elect two of the total number of directors to
be elected at such meeting. This class voting right would continue until all
accumulated dividends on all series of preferred stock have been paid or
declared and set aside for payment. While the holders of preferred stock,
voting as a class, are entitled to elect these two directors, they would not be
entitled to participate with the holders of the Common Stock in the election of
any other directors.
(5) Change in control provisions. For the reasons described in section (4)
above, the issuance of preferred stock could have the effect of deterring a
change in control of the registrant. In addition, the provisions of the
registrant's charter and bylaws described in paragraphs (1)(v) and 1(xi) above
could have the effect of delaying, deferring or preventing a change in control
of the registrant.
Item 2. Exhibits.
3.1 Restated Certificate of Incorporation of the registrant, incorporated by
reference to Exhibit 3.1 to Registration Statement No. 333-60381, filed
July31, 1998
3.2 By-Laws of the registrant, as amended, incorporated by reference to
Exhibit 3.2 to Registration Statement No. 333-60381, filed July 31, 1998
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SPARTECH CORPORATION
(Registrant)
Date: May 17, 1999 By: /S/RANDY C. MARTIN
Randy C. Martin
Vice President-Finance
and Chief Financial Officer
