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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
THE SAFETY FUND CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2532311
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
470 Main Street
Fichburg, Massachusetts 01420
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(Address of principal (Zip Code)
executive offices)
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
None None
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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:
Common Stock, par value $5.00 per share
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(Title of class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock. The Registrant is authorized to issue up to 3,200,000 shares
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of common stock, par value $5.00 per share (the "Common Stock"). Holders of
Common Stock are entitled to one vote per share for each share held of record on
all matters submitted to a vote of stockholders. Subject to preferences that may
be applicable to the holders of outstanding shares of preferred stock, if any,
the holders of Common Stock are entitled to receive such lawful dividends as may
be declared by the Board of Directors. In the event of a liquidation,
dissolution or winding up of the affairs of the Registrant, after payment to the
holders of any shares of preferred stock then issued and outstanding of the
amounts to which they are entitled, the holders of the Common Stock shall be
entitled to share ratably in all assets of the Registrant then remaining subject
to distribution to its stockholders. The Common Stock has no preemptive,
redemptive, conversion or subscription rights. All outstanding shares of Common
Stock are fully paid and non-assessable.
Preferred Stock. The Registrant is authorized to issue up to 100,000 shares
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of preferred stock, $10.00 par value per share ("Preferred Stock"). No shares of
Preferred Stock have been issued. The Board of Directors is authorized, subject
to limitations prescribed by Massachusetts law, to provide for the issuance of
Preferred Stock in one or more series, to establish from time to time the number
of shares to be included in each such series, to fix the voting powers,
designations, preferences and relative, participating, optional or other rights,
or the qualifications, limitations or restrictions thereof, without further vote
or action by the stockholders. The Board of Directors is authorized to issue
Preferred Stock with voting, conversion and other rights and preferences that
could adversely affect the voting power or other rights of the holders of Common
Stock.
Anti-takeover Effects of Provisions of the Registrant's Articles of
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Organization and By-laws. The Registrant's Articles of Organization, as amended
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(the "Charter"), and Amended and Restated By-laws (the "By-laws") contain
certain provisions that could discourage potential takeover attempts and make
more difficult attempts by stockholders to change the Registrant's management.
Under the Registrant's Charter and By-laws, the Board of Directors is
divided into three classes, as nearly equal in number as possible, with the
directors in each class serving a term of three years and until their successors
are elected and qualified. There is no cumulative voting.
The By-laws provide that the size of the Registrant's Board of Directors
may be decreased, enlarged or otherwise fixed from time to time by the
directors. In addition, the By-laws provide
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that the Board of Directors may not be enlarged by the addition of more than two
directors in any year, subject to waiver by two-thirds of the directors or two-
thirds of the stockholders.
The Charter further provides that no person shall be eligible to be a
director of the Registrant unless the person is not, and has not been for a
period of at least six months prior to the date of his election, an officer or
director of any bank (other than a subsidiary of the Registrant), any bank
holding company or any company in competition with the Registrant or any
subsidiary thereof. This requirement may be waived by the affirmative vote of at
least two-thirds of the stockholders or two-thirds of the directors then in
office.
The Registrant's By-laws provide that nominations for directors may not be
made by stockholders at any annual or special meeting thereof unless the
stockholder intending to make a nomination notifies the Registrant of his
intentions in advance of the meeting and furnishes to the Registrant certain
information regarding himself and the intended nominee. The Registrant's By-laws
also require advance notice of any proposal to be brought by a stockholder
before any annual or special meeting of stockholders and the provision of
certain information to the Registrant regarding such stockholder and others
known to be supporting such proposal and any material interest they may have in
the proposal.
If the Registrant has a class of voting securities registered under the
Securities Exchange Act of 1934, the By-laws provide that stockholders holding
at least 40% of the voting power of the Registrant may direct the Registrant to
call a special meeting of stockholders. If the Registrant does not have a class
of voting securities so registered, the holders of 10% of the voting power could
cause such a meeting to be called.
The By-laws require that certain Board actions must be approved by the vote
of at least a majority of the "Continuing Directors" whenever there is an
"Interested Stockholder" of the Registrant. The term "Interested Stockholder,"
which is defined in the By-laws, generally includes any person who or which is
the beneficial owner of 10% or more of the voting stock of the Registrant. The
term "Continuing Directors," which is defined in the By-laws, generally means
any director of the Registrant who is not affiliated with the Interested
Stockholder. The actions that require the approval of the Continuing Directors
whenever there is an Interested Stockholder include, among other things, (i)
decreasing, enlarging or otherwise fixing the size of the Board of Directors,
(ii) nominating candidates to serve as director, (iii) filling Board vacancies,
(iv) removing officers from office, and (v) making determinations about
stockholder compliance with advance notice and informational requirements.
The Registrant's Charter contains a "fair price" provision (the "Fair Price
Provision") which provides that certain business
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combination transactions (a "Subject Transaction"), such as the sale, lease,
exchange, transfer or distribution of all or substantially all of the
Registrant's property or assets and the merger or consolidation of the
Registrant, may not be consummated unless the Subject Transaction is approved
(in addition to any approval or consent required by law) by (a) the holders of
at least 80% of the voting power of the Registrant and at least a majority of
the shares of each class of stock of the Registrant outstanding and entitled to
vote which are not owned by the Receiving Entity (as such term is defined in the
Fair Price Provision), (b) at least 80% of the Unaffiliated Directors (as such
term is defined in the Fair Price Provision) or (c) by a majority of
Unaffiliated Directors prior to the date on which the Receiving Entity first
acquired any shares of stock of the Registrant. A Subject Transaction is not
subject to the foregoing approval requirements if it is approved by the holders
of a majority of the voting power of the Registrant and a majority of the shares
of each class of stock of the Registrant outstanding and entitled to vote which
are not owned by the Receiving Entity or any stockholder of the Receiving Entity
and certain minimum price requirements are met. The affirmative vote of the
holders of at least 80% of the voting power of the Registrant is required to
amend or repeal the Fair Price Provision.
The By-laws also contain supermajority voting requirements to approve
certain amendments to the By-laws. Certain specified provisions of the By-laws
may only be amended by the affirmative vote of at least 80% of the directors
then in office or the affirmative vote of the holders of at least 80% of the
voting power of the Registrant. The By-laws also specify certain provisions that
may not be amended by the directors.
ITEM 2. EXHIBITS.
The following Exhibits are filed with this Registration Statement:
1. Articles of Organization of the Registrant, as amended, are
incorporated by reference herein from the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993.
2. Amended and Restated By-laws of the Registrant are incorporated by
reference herein from the Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 1994.
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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, thereto duly authorized.
THE SAFETY FUND CORPORATION
Date: May 3, 1995 By: /s/ Christopher W. Bramley
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Christopher W. Bramley
President and CEO
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