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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CH2M Hill Companies, Ltd.
(Exact name of registrant as specified in its charter)
Oregon 93-0549963
(State of incorporation or organization) (IRS Employer
Identification No.)
6060 South Willow Drive
Greenwood Village, Colorado 80111-5142
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (303) 771-0900
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. [X]
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:
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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General.
------- The following is a summary of the material provisions of CH2M
HILL's Restated Articles of Incorporation and Restated Bylaws regarding CH2M
HILL's capital stock. You may find more detailed information by reading the
Restated Articles of Incorporation and the Restated Bylaws, copies of which are
filed as exhibits to Registrant's Form S-1 Registration Statement filed with the
Securities and Exchange Commission, effective September 7, 1999 (SEC File No.
333-74427), as amended (the "Form S-1 Registration Statement"). The Restated
Articles of Incorporation and Restated Bylaws will take effect prior to the
first trade date in the internal market if the Board of Directors determines to
give effect to the internal market at the Board's November 1999 meeting. CH2M
HILL is authorized to issue 150,000,000 shares of capital stock, of which
100,000,000 shares are common stock, par value $.01 per share, and 50,000,000
shares are Class A preferred stock, par value $.02 per share. As of July 31,
1999, 1,789,382 shares of common stock and 1,215,020 shares of Class A preferred
stock were outstanding and held of record by approximately 1,000 key employees
and the employee benefit plan trusts. As noted in the Prospectus Summary, the
information in this prospectus has been adjusted to reflect the conversion of
each outstanding share of Class A preferred stock into one share of common stock
and a ten-for-one stock split of the common stock, which will occur prior to the
first trade date in the year 2000, if the Board of Directors determines to give
effect to the internal market at its November 1999 meeting. If the Class A
preferred stock had been converted into common stock and the ten-for-one stock
split had been completed on July 31, 1999, there would have been 30,044,020
shares of common stock and no Class A preferred stock outstanding on that date.
Common Stock.
------------ Holders of common stock are entitled to one vote per share on
all matters submitted to the shareholders of CH2M HILL. Each share of common
stock is equal in respect of voting rights, liquidation rights and rights to
dividends and to distributions. Shareholders of CH2M HILL do not and will not
have any preferred or preemptive rights to subscribe for, purchase or receive
additional shares of any class of capital stock of CH2M HILL, or any securities
convertible into or exchangeable for such shares.
Restrictions on Common Stock.
---------------------------- All the shares of common stock presently
outstanding are, and all shares of common stock offered hereby will be, subject
to restrictions set forth in the Restated Bylaws:
1. Right of Repurchase upon Termination of Employment or Affiliation. All
shares of common stock are subject to CH2M HILL's right of repurchase upon the
termination of the shareholder's employment or affiliation with CH2M HILL. Such
right of repurchase will also be applicable to all shares of common stock which
such person has the right to acquire after his or her termination of employment
or affiliation pursuant to any of CH2M HILL's employee benefit plans or pursuant
to any option or other contractual right to acquire shares of common stock which
was outstanding at the date of such termination of employment or affiliation.
Such right of repurchase will not be applicable to shares of common stock held
by an employee benefit plan or any other retirement or pension plan adopted by
CH2M HILL or any of its subsidiaries which pursuant to applicable law or by its
terms does not provide for CH2M HILL's right to repurchase shares issued
thereunder upon termination of employment or affiliation. CH2M HILL's right of
repurchase is exercised by mailing a written notice to such holder within 60
days
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following termination of employment or affiliation. If CH2M HILL repurchases the
shares, the price will be the price per share:
. in effect on the date of such termination of employment or affiliation, in
the case of shares owned by the holder at that date and shares issuable to
the holder after that date pursuant to any option or other contractual right
to acquire shares of common stock which were outstanding at that date; or
. in effect on the date such shares are distributed to the holder, in the case
of shares distributable to the holder after his or her termination of
employment or affiliation pursuant to any of CH2M HILL's employee benefit
plans.
CH2M HILL will, in the event it exercises its right of repurchase upon
termination of employment or affiliation, pay for such shares in cash or
promissory notes. CH2M HILL and any holder of shares may agree to extend the
time period of CH2M HILL's right to repurchase such holder's shares or to alter
the payment terms.
2. Right of First Refusal. If a holder of common stock desires to sell any of
his or her shares to a third party other than in the internal market, such
holder must first give notice to the Secretary of CH2M HILL including:
. A signed statement indicating that such holder desires to sell his or her
shares of common stock and that he or she has received a bona fide offer to
purchase such shares
. A statement signed by the intended purchaser containing:
(i) the intended purchaser's full name, address and taxpayer
identification number
(ii) the number of shares to be purchased
(iii) the price per share to be paid
(iv the other terms under which the purchase is intended to be made
(v) a representation that the offer, under the terms specified, is bona
fide; and
. If the purchase price is payable in cash, in whole or in part, a copy of a
certified check, cashier's check or money order payable to such holder from
the purchaser in the amount of the purchase price to be paid in cash
CH2M HILL then has the right, exercisable within 14 days, to purchase all of the
shares specified in the notice at the offer price and upon the same terms as set
forth in the notice. In the event CH2M HILL does not exercise such right, the
holder may sell the shares specified in the notice within 30 days thereafter to
the person specified in the notice at the price and upon the terms and
conditions set forth therein. The holder may not sell such shares to any other
person or at any different price or on any different terms without first re-
offering the shares to CH2M HILL. If circumstances occur which would permit CH2M
HILL to exercise its right of repurchase upon termination of employment or
affiliation and its right of first refusal, then CH2M HILL may, in its sole
discretion, elect which of these rights it will exercise.
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3. Other Transfers. Except for sales in the internal market or pursuant to the
repurchase right or right of first refusal procedure described above, no holder
of common stock may sell, assign, pledge, transfer or otherwise dispose of or
encumber any shares of common stock without the prior written approval of CH2M
HILL. Any attempt to do so without such prior approval will be null and void. If
any transfer of CH2M HILL's shares is not a sale by an employee, director or
consultant, or is by a person who acquired such shares other than by purchase,
directly or indirectly, from an employee, director or consultant, CH2M HILL may
condition its approval of such transfer upon the transferee's agreement to hold
such shares subject to CH2M HILL's right to repurchase such shares upon the
termination of employment or affiliation of the employee, director or
consultant.
4. Ownership Limit. The Restated Bylaws provide that no person may own more
than 350,000 shares of common stock, excluding such person's beneficial interest
in common stock held indirectly by an employee benefit trust.
Item 2. Exhibits.
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Listed below are all exhibits filed as a part of this registration
statement:
I. 1. Specimen of the Certificate for Capital Stock representing the common
shares with a par value of $.10 per share. The par value of $.01 per
share indicated in this registration statement represents a future ten-
for-one stock split as discussed in the Form S-1 Registration
Statement.
2. Constituent Instruments defining the rights of the holders of common
stock:
a. The Restated Articles of Incorporation filed as Exhibit 3.1 of the
Form S-1 Registration Statement.
b. The Restated Bylaws filed as Exhibit 3.2 of the Form S-1
Registration Statement.
II 1-6. Not Applicable
The above-referenced Exhibits 2(a) and 2(b) filed as exhibits to the Form S-1
Registration Statement are hereby incorporated by reference pursuant to Rule
12b-32 of the Securities Exchange Act.
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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.
CH2M Hill Companies, Ltd.
By: /s/ Samuel H. Iapalucci
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Name: Samuel H. Iapalucci
Title: Senior Vice President, Chief
Financial Officer and Secretary
Date: September 7, 1999
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EXHIBIT 1.
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CERTIFICATE
No.__________
For ____________________ Shares
Issued to
___________________________________
___________________________________
___________________________________
Dated _______________________, 19__
FROM WHOM TRANSFERRED
___________________________________
Dated _______________________, 19__
________________________________________________________________________________
NO. ORIGINAL NO. ORIGINAL NO. OF SHARES
CERTIFICATE SHARES TRANSFERRED
________________________________________________________________________________
Received CERTIFICATE NO.________________________________________________________
For ____________________ Shares
this __________ day of _______________, 19__
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INCORPORATED UNDER THE LAWS OF OREGON
NUMBER SHARES
[ ] [ ]
CH2M HILL COMPANIES, LTD.
PAR VALUE, $.10 PER SHARE
This Certifies that ______________________________________________ is the record
holder of _______________________________________ Shares of the Capital Stock of
CH2M HILL COMPANIES, LTD.
the voting rights and negotiability of which are restricted
pursuant to the terms of issue and which are
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed, or
assigned.
COMMON
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed
this __________ day of _______________, 19__
/s/ Ralph R. Peterson /s/ Elizabeth A. McAdams
--------------------------- -------------------------
Ralph R. Peterson Elizabeth A. McAdams
PRESIDENT ASSISTANT SECRETARY
[CH2M HILL COMPANIES, LTD. CORPORATE SEAL APPEARS HERE]
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CERTIFICATE
FOR
________________
SHARES
OF
CAPITAL STOCK
ISSUED TO
______________________________
DATED
______________________________
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For Value Received, ___________________________ hereby sell, assign and transfer
unto ___________________________________________________________________________
_________________________________________________________________________ Shares
of the Capital Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint _____________________________________________
Attorney to transfer the said Stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated ___________________, 19 __
In the presence of _____________________________________________________________
NOTICE. THE SIGNATURE OF THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER
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THE NEGOTIABILITY OF THIS CERTIFICATE IS LIMITED
This certificate and the shares represented by it may not be sold, transferred,
given, devised, bequeathed, assigned, pledged or in any way alienated except
pursuant to shareholders agreements and the bylaws of this corporation. This
certificate and the shares represented by it must be sold or transferred in
whole or in part under certain defined circumstances pursuant to such agreements
and bylaws. A copy of such agreements and bylaws is available for inspection at
the executive office of the corporation, Greenwood Village, Colorado.
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