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As filed with the Securities and Exchange Commission on August 15, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
OUTDOOR SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 86-0736400
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Address of Principal Executive Offices) (Zip Code)
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(b) OF THE ACT:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
<S> <C>
Common Stock, par value $.01 per share New York Stock Exchange
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The class of securities to be registered is the common stock, par value
$0.01 per share (the "Common Stock"), of Outdoor Systems, Inc. (the "Company").
Holders of Common Stock are entitled to one vote per share on all
matters on which the holders of Common Stock are entitled to vote. Because
holders of Common Stock do not have cumulative voting rights and the Company has
a classified Board of Directors, the holders of a majority of the shares of
Common Stock voting for the election of directors can elect all of the members
of the Board of Directors standing for election at any particular meeting. The
Common Stock is not redeemable and has no conversion or preemptive rights. All
of the outstanding shares of Common Stock are fully paid and nonassessable. In
the event of the liquidation or dissolution of the Company, subject to the
rights of the holders of any outstanding shares of Preferred Stock, the holders
of Common Stock are entitled to share pro rata in any balance of the corporate
assets available for distribution to them. The Company may pay dividends if,
when and as declared by the Board of Directors from funds legally available
therefor, subject to the dividend provisions of any outstanding shares of
Preferred Stock and restrictions set forth in the Company's debt instruments.
The Company's Fourth Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") provides that no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases as provided in Section 174
of the Delaware General Corporation Law or (iv) for any transaction from which
the director derived an improper personal benefit. The effect of these
provisions is to eliminate the rights of the Company and its stockholders
(through stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of fiduciary duty as a director
(including breaches resulting from grossly negligent behavior), except in the
situations described above.
The Company's Amended and Restated Bylaws (the "Bylaws") provide that
the Company will indemnify its directors and officers to the fullest extent
permissible under Delaware law. These indemnification provisions require the
Company to indemnify such persons against certain liabilities and expenses to
which they may become subject by reason of their service as a director or
officer of the Company. The provisions also set forth certain procedures,
including the advancement of expenses, that apply in the event of a claim for
indemnification.
Section 203 of the Delaware General Corporation Law ("Section 203")
generally provides that a person who, together with affiliates and associates
owns, or within three years did own, 15% or more of the outstanding voting stock
of a corporation (an "Interested Stockholder") but less than 85% of such stock
may not engage in certain business combinations with the corporation for a
period of three years after the date on which the person became an Interested
Stockholder unless (i) prior to such date, the corporation's board of directors
approved either the business combination or the transaction in which the
stockholder became an Interested Stockholder or (ii) subsequent to such date,
the business combination is approved by the corporation's board of directors and
authorized at a stockholders' meeting by a vote of at least two-thirds of the
corporation's outstanding voting stock not owned by the Interested Stockholder.
Section 203 defines the term "business combination" to encompass a wide variety
of transactions with or caused by an Interested Stockholder, including mergers,
asset sales, and
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other transactions in which the Interested Stockholder receive a benefit on
other than a pro rata basis with other stockholders. The Company's stockholders,
by adopting an amendment to the Certificate of Incorporation, may elect not to
be governed by Section 203 which election would be effective twelve months after
such adoption. Neither the Certificate of Incorporation nor the Bylaws exclude
the Company from the restrictions imposed by Section 203.
The Company's Certificate of Incorporation classifies the Board of
Directors into three classes with staggered terms. At each annual meeting, the
number of directors equal to the number of directors in the class whose terms
expire at the time of such meeting shall be elected to hold office until the
third succeeding annual meeting. As a result of this classification of
directors, no stockholder or group of stockholders would be able to elect a
majority of the Board of Directors at any single meeting for the election of
directors.
The Bylaws provide that only business or proposals, properly brought
before an annual meeting of shareholders may be conducted at such meeting. In
order to bring business or a proposal before an annual meeting, a stockholder is
required to provide written notice to the Company at least 45 days prior to the
annual meeting which describes the business or proposal to be brought before the
annual meeting, the name and address of the stockholder proposing the business,
the class and number of shares of stock held by such stockholder, and any
material interest of the stockholder in the business to be brought before the
meeting. In addition, the Bylaws provide that in order for a stockholder to
nominate a candidate for election to the Board of Directors, the stockholder
must provide written notice of intent to nominate a candidate at least 45 days
prior to the meeting of stockholders called for the election of directors. Such
written notice is required to contain the name and address of the stockholder, a
representation that the stockholder is a holder of record of the Company's
voting stock and intends to appear in person or by proxy at the meeting to
nominate the persons specified in the notice, such information regarding each
nominee as would have been required to have been included in a proxy statement
filed pursuant to Regulation 14A of the rules and regulations of the Securities
and Exchange Commission under the Securities Exchange Act of 1934 had proxies
been solicited with respect to such nominee by the Board of Directors, a
description of all arrangements or other understandings among the stockholder
and any other person pursuant to which such nominations are to be made by the
stockholder and the written consent of each nominee to serve as a director of
the Company if elected.
The Bylaws provide for special meetings of stockholders only upon the
direction of the Chairman of the Board of Directors, the President, or a
majority of the Board of Directors. Furthermore, the Certificate of
Incorporation prohibits stockholders from taking action by written consent in
lieu of meeting.
The Company's transfer agent and registrar for the Common Stock is
First Union National Bank of North Carolina.
ITEM 2. EXHIBITS
1. 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, thereto duly authorized.
OUTDOOR SYSTEMS, INC.
(Registrant)
By:/s/ William S. Levine
----------------------
William S. Levine
Chairman of the Board
Dated: August 15, 1997
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