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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GUNDLE/SLT ENVIRONMENTAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 22-2731074
(State of Incorporation) (IRS Employer Identification No.)
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19103 Gundle Road
Houston, Texas 77073
(Address of Principal Executive Offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each class to be Registered Name of Each Exchange on Which Class is to be Registered
COMMON STOCK NEW YORK STOCK EXCHANGE
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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 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company has two classes of authorized capital stock: 30,000,000
shares of Common Stock, $.01 par value and 1,000,000 shares of Preferred Stock,
$1.00 par value ("Preferred Stock").
COMMON STOCK
Each share of Common Stock has one vote on all matters presented to
the stockholders. Since the Common Stock does not have cumulative voting
rights, the holders of more than 50% of the shares may, if they choose to do
so, elect all of the directors and, in that event, the holders of the remaining
shares will not be able to elect any directors. Subject to the rights and
preferences of any Preferred Stock which may be designated and issued, the
holders of Common Stock are entitled to dividends when and as declared by the
board of directors and are entitled on liquidation to all assets remaining
after payment of liabilities. The Common Stock has no preemptive or other
subscription rights. There are no conversion rights or sinking fund provisions
with respect to the Common Stock.
PREFERRED STOCK
The Company is authorized to issue 1,000,000 shares of Preferred
Stock, none of which is outstanding. The Preferred Stock may be issued in
series, with shares of each series to have such rights and preferences as shall
be fixed by the board of directors in the resolution or resolutions authorizing
the issuance of that particular series. In designating any series of Preferred
Stock, the board of directors is authorized to fix the number of shares
constituting that series and to fix the dividend rights, dividend rate,
conversion rights, voting rights (which may be greater or lesser than the
voting rights of the Common Stock), rights and terms of redemption (including
any sinking fund provisions), and the liquidation preferences of that series of
Preferred Stock. It is to be expected that the holders of any series of
Preferred Stock, when and if issued, will have priority claims to dividends and
to any distribution upon liquidation of the Company, and may have other
preferences over the Common Stock, including a preferential right to elect
directors if preferred dividends are not paid for a specified period.
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ITEM 2. EXHIBITS
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.*
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.*
3. The Registrant's Proxy Statement dated April 1, 1996.*
4. The Registrant's Restated Certificate of Incorporation and Amended and
Restated By- Laws.*
5. Specimen Certificate of the Registrant's Common Stock.*
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* Filed with the New York Stock Exchange, Inc.
SIGNATURE
Pursuant to the requirements of Section 12 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.
Date: November 27, 1996
GUNDLE/SLT ENVIRONMENTAL, INC.
By: /s/ ROGER J. KLATT
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Roger J. Klatt,
Senior Vice President, Secretary and
Principal Financial Officer
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