FORM 8-A
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
AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-0724340
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
One North Arlington, 1500 West Shure Drive, Suite 500
Arlington Heights, Illinois 60004-7803
(Address of principal executive offices) (Zip Code)
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
Common Stock, $.01 par value New York Stock Exchange
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. [X]
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 to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The capital stock of AMCOL International Corporation (the "Company") to be
registered on the New York Stock Exchange, Inc. is the Company's Common Stock,
par value $.01 per share (the "Common Stock"). Holders of Common Stock are
entitled to one vote per share on all matters to be voted on by stockholders of
the Company. The Company's Restated Certificate of Incorporation divides the
Board of Directors into three classes, each having a term of three years.
Directors may be removed only for cause and only upon the affirmative vote of
the holders of at least two thirds of the voting power of the then outstanding
shares. There is no cumulative voting with respect to the election of directors.
The holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of legally available funds. In the event
of liquidation, dissolution, or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining available for
distribution to them after payment of liabilities and after provision has been
made for each class of stock, if any, having preference over the Common Stock.
Holders of shares of Common Stock, as such, have no conversion, preemptive or
other subscription rights, and there are no redemption provisions applicable to
the Common Stock. In addition, there is no liability to further calls or to
assessments by the Company.
The Companys Restated Certificate of Incorporation provides that the
following transactions must be approved by the holders of at least two-thirds of
the issued and outstanding securities of the Company entitled to vote in any
election of directors: (i) any merger or consolidation with another entity, (ii)
any sale, lease, exchange, mortgage, pledge or other disposition of all or a
substantial portion of the assets of the Company or any of its subsidiaries to
another person or entity or (iii) any issuance or transfer of a substantial
amount of Company securities in exchange for the securities or assets of another
person or entity. The foregoing provisions do not apply, however, to any
transaction that is approved by resolution of the Board of Directors of the
Company, provided that a majority of the members of the Board of Directors
voting for the approval of such transaction were members of the Board of
Directors prior to the time any such other person or entity involved in any such
transaction possessed in excess of 10% of the voting rights entitled to vote in
any election of directors of the Company. For purposes of items (ii) and (iii)
above, the term "substantial" means assets or securities, as the case may be,
having a then fair market value, in the aggregate, of more than $5,000,000.
ITEM 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 will be supplied to the
New York Stock Exchange.
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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 registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMCOL INTERNATIONAL CORPORATION
(Registrant)
/s/ Paul G. Shelton
Paul G. Shelton
Senior Vice President and
Chief Financial Officer
Date: August 26, 1998
