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FORM 8-A/A
(AMENDMENT NO. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEATTLE FILMWORKS, INC. (FORMERLY AMERICAN PASSAGE MARKETING CORPORATION)
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(Exact name of registrant as specified in its charter)
Washington 91-0964899
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1260 16th Avenue West, Seattle, WA 98119
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Address of principal executive offices
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
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 1993 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
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(Title of class)
Page 1 of 4 Pages
Exhibit Index at Page 4.
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ITEM 1 DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor
and are entitled to share pro rata in any distribution to shareholders,
subject to the prior rights of any holders of Preferred Stock. No preemptive
rights, conversion rights, redemption rights or sinking fund provisions are
applicable to the Common Stock. All outstanding shares of Common Stock are
legally issued, fully paid and nonassessable and are not subject to any
liability for further call.
Holders of Common Stock are entitled to one vote per share on all matters
to be voted on by the shareholders, including the election of directors, and do
not have cumulative voting rights in the election of directors. This means
that the holders of more than fifty percent of the outstanding shares of
Common Stock entitled to vote in an election of directors can elect all of
the directors if they choose to do so.
The Articles of Incorporation of the Company prohibit the repurchase by
the Company of any of its outstanding securities from any person or group
owning twenty percent or more of such class of securities at a price which
exceeds fair market value without the prior approval of a majority of the
Company's outstanding securities (excluding the voting securities held by the
shareholders from whom shares are to be repurchased).
The Board of Directors has the authority to issue Preferred Stock in one
or more series and to determine the rights, preferences, privileges and
restrictions, including the dividend rights, voting rights, terms of
redemption (including sinking fund provisions), redemption price or prices,
liquidation preferences, conversion rights and the number of shares
constituting any series and the designation thereof, without any further vote
or action by the shareholders. The issuance of Preferred Stock under certain
circumstances could have the effect of delaying or preventing a change of
control of the Company. The Company has no present plans to issue any shares
of Preferred Stock.
ITEM 2 EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
1. Specimen of Common Stock Certificate (replaces previously filed
exhibit).
Page 2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment to Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
SEATTLE FILMWORKS, INC.
May 31, 1996
By: /s/ CASE H. KUEHN
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Case H. Kuehn, Vice President -- Finance, Chief
Financial Officer and Treasurer
Page 3
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EXHIBIT INDEX
Exhibit Number Exhibit
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1. Specimen of Common Stock Certificate (replaces previously
filed exhibit).
Page 4 of 4 Pages
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[SEATTLE FILMWORKS LOGO]
Number SEATTLE FILMWORKS, INC. SHARES
SFC 3019
ORGANIZED UNDER THE LAWS OF THE STATE OF WASHINGTON
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT CUSIP 812572 10 5
SPECIMEN
IS THE REGISTERED HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE OF $.01
EACH, OF
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--------------------- SEATTLE FILMWORKS, INC. ---------------------
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transferable on the books of the Corporation by the holder hereof, in
person or by duly authorized attorney, upon surrender of this certificate
properly endorsed. This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
/s/ Mich Kele Earl SEATTLE FILMWORKS, INC. /s/ Gary Christophersen
Secretary CORPORATE SEAL President
WASHINGTON 1976
COUNTERSIGNED AND REGISTERED:
FIRST INTERSTATE BANK OF WASHINGTON, N.A.,
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
