FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Advanced Marketing Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 95-376-8341-9
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5800 Oberlin Drive, San Diego, California 92121-9653
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(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
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Common Stock, $0.001 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1 DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The capital stock of Advanced Marketing Services, Inc., a Delaware corporation
(the "Company"), to be registered on the New York Stock Exchange, Inc. is the
Company's Common Stock, par value of $0.001 per share. The Company is authorized
to issue 100,000,000 shares of Common Stock. The holders of the Common Stock are
entitled to one vote per share on all matters submitted to a vote of
stockholders. The holders of Common Stock have no preemptive or other
subscription rights, and there are no conversion rights or redemption or sinking
fund provisions with respect to such shares. The holders of Common Stock are
entitled to share pro-rata in dividends declared by the Board of Directors from
funds legally available therefor. In the event of liquidation, holders of Common
Stock are entitled to share pro-rata in the net assets of the Company available
for distribution. The outstanding shares of Common Stock are fully paid and
nonassessable.
Certain provisions of the Company's Certificate of Incorporation were designed
to make the Company a less attractive target for acquisition by an outsider who
does not have the support of the Company's Board of Directors. These provisions:
(1) classify the Board of Directors into three classes, as nearly equal in
number as possible, each of which serve for three years, with one class being
elected each year, (2) provide that Directors may be removed for cause with the
vote of the holders of a majority of the then outstanding shares entitled to
vote or other than for cause with the vote of the holders of at least 80% of the
combined voting power of the then outstanding shares of stock entitled to vote
generally in the election of directors, voting together as a single class (an
"80% Stockholders Vote"), and provide that any vacancy on the Board shall be
filled by the remaining Directors then in office, (3) provide that the size of
the Board shall be established from time to time by the Board, (4) provide that
advance notice of stockholder nominations of candidates for elections of
Directors and stockholder proposals be given in accordance with specified
procedures, (5) require that stockholder action may be taken only at annual or
special meeting of stockholders, and not by written consent, (6) provide that
special meetings of the stockholders may be called only by a majority of the
Board of Directors, and (7) require an 80% Stockholders Vote to alter, amend or
repeal the Bylaws or the foregoing provisions of the Certificate of
Incorporation.
ITEM 2 EXHIBITS
Copies of the Company's Certificate of Incorporation, as amended to date, and
current By-laws have been provided to the New York Stock Exchange.
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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, thereunto duly authorized.
ADVANCED MARKETING SERVICES, INC.
By /s/ Michael M. Nicita
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Michael M. Nicita, President and
Chief Executive Officer
Dated: October 30, 2000
