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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Jones Medical Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 43-1229854
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1945 Craig Road, St. Louis, Missouri 63146
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(Address of principal executive offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration of a
of a class of debt securities and is class of debt securities and is to become
effective upon filing pursuant to effective simultaneously with the effectiveness
General Instruction A(c)(1) please check of a concurrent registration statement under the
the following box. [ ] Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the
following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered 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, $.04 par value
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(Title of class)
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(Title of class)
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Jones Medical Industries, Inc. (the "Company") hereby amends Item 1 of its
Registration Statement under the Securities Exchange Act of 1934 as originally
filed on October 28, 1986, to reflect and increase in its authorized capital
stock.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Company's authorized capital stock consists of 75,000,000 shares of
Common Stock, par value $.04 per share, and 5,000,000 shares of Preferred Stock
par value $.01 per share.
The Common Stock of the Company is traded over the counter in the Nasdaq
National Market under the symbol "JMED" and is registered as a class of
securities under the Securities Exchange Act of 1934, as amended.
COMMON STOCK
As of May 31, 1997, there were 28,617,276 shares of Common Stock of the
Company outstanding and held of record by approximately 825 stockholders.
Approximately two-thirds of the outstanding Common Stock is held in depository
account representing "street name" or similar nominee ownership. The Company
believes that such shares are held for more than 15,000 non-record beneficial
holders' accounts.
Stockholders are entitled to one vote for each share of Common Stock on
matters to be voted on by the stockholders of the Company. Stockholders of the
Common Stock do not have cumulative voting rights, accordingly directors are
elected by a majority of the shares present (or represented by proxy) at an
annual or special meeting called for the election of directors if a quorum of
at least a majority of the outstanding shares is present at such meeting.
Stockholders will be entitled to receive dividends when, as and if declared
by the Board of Directors and to share ratably in the assets of the Company
legally available for distribution to its stockholders in the event of the
liquidation, dissolution or winding-up of the Company. Holders of Common Stock
have no preemptive, subscription, redemption or conversion rights. All of the
issued and outstanding shares of Common Stock are duly authorized, validly
issued, fully paid and nonassessable.
PREFERRED STOCK
The Company's Board of Directors may without future action by the Company's
stockholders, from time to time, direct the issuance of shares of Preferred
Stock in series and may, at the time of issuance, determine the rights,
preferences and limitations of each series. The holders of Preferred Stock
would normally be entitled to receive a preference payment in the event of any
liquidation, dissolution of winding-up of the Company before any payment is
made to the holders of the Common Stock. In addition, the Board of Directors
is authorized to determine the voting rights applicable to shares of the
Preferred Stock, including the extent of rights of holders of any series of the
Preferred Stock to vote (in the election of directors or
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otherwise) as a separate class or, if voting together with the holders
of the Common Stock, the number of votes per share of Preferred Stock. As of
May 31, 1997, there were no shares of Preferred Stock designated or outstanding.
The ability of the Company's Board of Directors to issue shares of
Preferred Stock could be exercised to render more difficult the accomplishment
of mergers or other takeover or change in control attempts. To the extent that
this ability has this effect, removal of the Company's incumbent Board of
Directors and management may be rendered more difficult. Further, this may
have an adverse impact on the ability of stockholders of the Company to
participate in a tender or exchange offer for the Common Stock and in so doing
diminish the market value of the Common Stock.
DELAWARE LAW
The Company is subject to Section 203 of the Delaware General Corporation
Law ("Section 203") which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years following the date that such
stockholder became an interested stockholder, unless: (i) prior to such date,
the Board of Directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder; (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares owned by persons who
are directors and also officers and by employee stock plans in which employee
participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer; or
(iii) on or subsequent to such date, the business combination is approved by
the Board of Directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this post-effective amendment to its registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Jones Medical Industries, Inc.
By: /s/ Michael T. Bramblett
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Michael T. Bramblett,
Executive Vice President
Date: 10 June 1997
