SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Environmental Elements Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1303748
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(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
3700 Koppers St., Baltimore, Maryland 21227
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is to
become effective pursuant to General Instructions A.(c), 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. / /
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 Act registration statement file number to which this form relates:
N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be registered each class is to be registered
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Common Stock, $.01 par value American Stock Exchange(1)
(1) Common Stock was listed on the New York Stock Exchange prior to November
1, 1999.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Explanatory Note: This Registration Statement on Form 8-A is being filed by the
Registrant in connection with the listing of the Registrant's Common Stock, $.01
par value, on the American Stock Exchange and the simultaneous delisting of such
Common Stock from the New York Stock Exchange. A copy of this Registration
Statement on Form 8-A is being filed with the American Stock Exchange
concurrently with its filing with the Securities and Exchange Commission.
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of Environmental Elements Corporation (the
"Company" or the "Registrant") consists of 20,000,000 shares of common stock,
$.01 par value per share (the "Common Stock"), and 2,000,000 shares of preferred
stock, $.01 par value (the "Preferred Stock"). As of September 30, 1999, there
were 7,093,705 shares of Common Stock issued and outstanding and no shares of
Preferred Stock issued or outstanding. Additionally, as of September 30, 1999,
there were 996,000 shares reserved for issuance under the Company's stock-based
compensation plans. The remaining authorized but unissued shares of Common Stock
are available for issuance in connection with general corporate purposes,
including, but not limited to, possible issuance of stock dividends or stock
splits, future mergers or acquisitions, or future private placements or public
offerings. Except as may be required to approve a merger or other transaction in
which the additional authorized Common Stock would be issued or as otherwise
required by law or regulation, no stockholder approval will be required for the
issuance of those shares.
Each share of Common Stock is entitled to one vote on each matter submitted
to shareholders for approval. The holders of record of a majority of the
outstanding stock entitled to vote shall constitute a quorum and majority
approval is required for all matters submitted to the shareholders other than
election of directors for which a plurality of the votes cast is required.
Stockholders do not have the right to cumulate their votes with respect to any
matter submitted to shareholders for a vote including election of directors to
serve on one of three classes of directors of which the Board of Directors is
comprised. Each class of directors is elected for a term of three years so
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that the term of one class expires each year. Additionally, approval by holders
of not less than 60% of the outstanding shares of stock entitled to vote is
required to approve a merger or consolidation, other than with a wholly owned
subsidiary; a sale, lease or exchange of all or substantially all the assets; a
voluntary dissolution; or an amendment of the Restated Certificate of
Incorporation or the by-laws.
Holders of Common Stock have no preemptive rights and there are no
conversion rights or redemption or sinking fund provisions applicable to shares
of Common Stock. Holders of the Common Stock will be entitled to dividends when,
as and if declared by the Board of Directors of the Company out of funds legally
available for the payment of dividends. In the event of any liquidation,
dissolution, or winding up of the Company, the holders of Common Stock will be
entitled to receive, after payment of all debts and liabilities of the Company
(including all deposits and accrued interest thereon) and after the rights of
holders of Preferred Stock, if any, all assets of the Company available for
distribution in cash or in kind.
ChaseMellon Shareholder Services, L.L.C. is the transfer agent and
registrar for the Company.
Item 2. Exhibits.
None required.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ENVIRONMENTAL ELEMENTS CORPORATION
Date: October 27, 1999 By: /s/
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Name: James B. Sinclair
Title: Senior Vice President and
Chief Financial Officer
