AMENDMENT NO. 1 TO
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 ACT OF 1934
SONOCO PRODUCTS COMPANY
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(Exact name of registrant as specified in its charter)
South Carolina 57-0248420
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(State of incorporation or (I.R.S. Employer Identification No.)
organization)
Post Office Box 160
Hartsville, South Carolina 29551
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(Address of principal executive (Zip Code)
offices)
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, No 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 following summary description of the Company's Common Stock and
Preferred Stock (as a class), in each case without par value (the
"Common Stock" and "Preferred Stock," respectively), is qualified in
its entirety by reference to the Company's Restated Articles of
Incorporation (the "Restated Articles") and By-Laws.
General
The authorized capital stock of the Company consists of 150,000,000
shares of Common Stock and 30,000,000 shares of Preferred Stock.
Common Stock
Subject to prior rights of the holders of any series of Preferred Stock
then outstanding and subject to any restrictions that may be imposed by
any lender to the Company, holders of the Common Stock are entitled to
receive such dividends as may be declared by the Board of Directors out
of funds legally available therefor.
In the event of liquidation, dissolution or winding-up of the Company,
holders of Common Stock are entitled to receive the net assets of the
Company remaining after payment of all liabilities and the liquidation
preference of any outstanding Preferred Stock, in proportion to their
respective share holdings.
Subject to the rights of the holders of any series of Preferred Stock
then outstanding and as otherwise noted below under "Other Provisions",
all voting rights are vested in the holders of the shares of Common
Stock, each share being entitled to one vote on all matters requiring
shareholders' action and for election of Directors. Because the holders
of the Common Stock do not have cumulative voting rights, the holders
of a majority of the shares of Common Stock represented at a duly
convened meeting of the Company's shareholders can elect all directors.
Holders of the Common Stock do not have any preemptive rights to
subscribe for or purchase any additional shares of capital stock issued
by the Company. All of the outstanding shares of Common Stock are fully
paid and nonassessable.
Preferred Stock
Pursuant to the Company's Restated Articles and the South Carolina
Business Corporation Act of 1988, the Board of Directors of the Company
has the authority, without further shareholders' action, to issue from
time to time up to a maximum of 30,000,000 shares of Preferred Stock in
one or more series. Preferred Stock of each series shall have the
designations, voting powers, if any, preferences, limitations, and
relative, participating, optional or other special rights as shall be
stated and expressed in applicable articles of amendment to the
Company's Restated Articles, filed by the Company with the Secretary of
State of South Carolina, providing for the creation of such series,
including: (i) the designation and the number of shares of the series;
(ii) the dividend rate or amount (or method of calculation), the
dividend periods, the dates on which dividends will be payable and
whether such dividends will be cumulative or noncumulative and, if
cumulative, the dates from which dividends will accumulate; (iii) any
redemption or sinking fund provisions; (iv) liquidation amounts and
preferences; (v) any rights of conversion or exchange; (vi) the voting
rights, if any; and (vii) any other rights, limitations and preferences
permitted to be determined by the Board of Directors under South
Carolina law.
All shares of each particular series of Preferred Stock rank equally
and will be identical as to preferences, limitations and relative
rights, except as to the date or dates from and after which dividends,
if
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cumulative or partially cumulative, shall accumulate. All series of
Preferred Stock will rank equally and are identical as to preferences,
limitations and relative rights except insofar as, to the extent
permitted by law, they may vary with respect to the matters which the
Board of Directors is expressly authorized to determine in articles of
amendment to the Restated Articles providing for the creation of any
particular series of Preferred Stock, as summarized above.
All shares of Preferred Stock rank senior and prior to the Common Stock
in respect of the right to receive dividends and the right to receive
payments out of the net assets of the Company upon any involuntary or
voluntary liquidation, dissolution or winding up of the Company.
All shares of Preferred Stock redeemed, purchased or otherwise acquired
by the Company (including shares surrendered for conversion or
exchange) will be cancelled and thereupon restored to the status of
authorized but unissued shares of Preferred Stock undesignated as to
series, and may be reissued by the Company.
Preferred Stock of any series will, when issued against payment
therefor, be fully paid and nonassessable. Holders of Preferred Stock
will not have any preemptive rights to subscribe for or purchase any
shares of capital stock or any other securities of the Company.
Other Provisions; Anti-Takeover Matters
The Restated Articles and By-laws of the Company contain a number of
provisions which may be deemed to have the effect of discouraging or
delaying attempts to gain control of the Company, including (i)
classifying the Board of Directors into three classes, with each class
to serve for three years with one class being elected annually, (ii)
fixing the size of the Board between 9 and 15 members and authorizing
the Directors to fill vacancies in the Board, (iii) providing that
Directors may only be removed for cause and only by a vote of the
holders of at least a majority of the outstanding shares then entitled
to vote at an election for such Directors, and (iv) authorizing the
Board of Directors, without further shareholder action, to issue shares
of Common Stock and Preferred Stock, which could be used to create
voting or other impediments.
South Carolina law may have the effect of preventing or delaying an
unfriendly acquisition of the Company or the acquisition of a large
block of the Company's Common Stock. South Carolina law restricts
business combinations, such as mergers, consolidations and asset
purchases, where the business acquired was, or the assets belonged to,
a public corporation, such as the Company, and where the acquiror
became an "interested shareholder" of the public corporation before
either the purchase resulting in such acquiror becoming an "interested
shareholder" or the business combination received the prior approval of
a majority of the "disinterested" members of the board of directors of
the public corporation. In the context of this law, an "interested
shareholder" is any person who directly or indirectly, alone or in
concert with others, beneficially owns or controls 10% or more of the
voting stock of the public corporation, and a "disinterested" board
member is a person who is neither a present or former officer or
employee of the corporation. South Carolina law prohibits business
combinations with an unapproved "interested shareholder" for a period
of two years after the date on which the person became an "interested
shareholder" and requires that any business combination with an
unapproved "interested shareholder" after such two year period be
approved by a majority vote of outstanding shares held by persons other
than the "interested shareholder" or meet certain requirements that
other shareholders receive at least a specified price for their shares.
South Carolina law does not apply to corporations whose articles of
incorporation contain a provision electing not to be covered by the
law. The Company's Restated Articles do not contain such a provision.
An amendment of the Company's Restated Articles to that effect
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would permit a business combination with an "interested shareholder"
even though that status was obtained prior to such an amendment.
South Carolina law also contains provisions that, under certain
circumstances, would preclude an acquiror of the shares of Common Stock
of the Company that exceeds one of three voting thresholds (i.e., 20%,
331/3% or 50%) from having voting rights with respect to such shares
unless a majority in interest of the "disinterested" shareholders of
the corporation votes to accord voting power to such shares. South
Carolina law provides further that, if provided by the articles of
incorporation or bylaws prior to the occurrence of a control share
acquisition, the subject corporation may elect not to have the control
share provisions apply to it, or it may redeem the control shares if
the acquiring person has not complied with certain procedural
requirements (including the filing of an "acquiring person statement"
with the corporation within 60 days after the control share
acquisition) or if the control shares are not accorded full voting
rights by the shareholders. The Company's Restated Articles and By-laws
do not so provide and do not address the Company redeeming control
shares in such circumstances.
Item 2. Exhibits
All exhibits required by Instructions II to Item 2 have been supplied
to the New York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
SONOCO PRODUCTS COMPANY
Date: December 30, 1998 s/F. Trent Hill, Jr.
----------------- By:-------------------------------------
F. Trent Hill, Jr.
Principal Financial and Accounting
Officer
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