SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Banta Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-0148550
(State of incorporation or (I.R.S. Employer Identification
organization) No.)
225 Main Street 54952
Menasha, Wisconsin (Zip Code)
(Address of principal executive
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
General Description of Common Stock
-----------------------------------
Banta Corporation, a Wisconsin corporation (the "Company"), is
authorized to issue 75,000,000 shares of Common Stock, $.10 par value (the
"Common Stock"). In addition, the Company is also authorized to issue
300,000 shares of Preferred Stock, $10 par value (the "Preferred Stock").
On October 31, 1994, there were 20,108,307 shares of Common Stock and no
shares of Preferred Stock issued and outstanding. Shares of Common Stock
are traded on the Nasdaq National Market.
Each issued and outstanding share of Common Stock has attached
thereto one common share purchase right (a "Right"). Each Right entitles
the holder thereof to purchase from the Company one-half share of Common
Stock at a purchase price of $60 per full share (equivalent to $30 per
each one-half of one share), subject to adjustment. The Rights, which are
described in greater detail below, are registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended, pursuant to a
Registration Statement on Form 8-A, dated November 5, 1991. The Preferred
Stock is issuable in series, for such consideration and with such
designations, dividend rates, redemption prices, liquidation rights,
conversion rights, if any, and sinking fund provisions as may be
determined by the Board of Directors of the Company. Although the Rights
and the Preferred Stock are not subject to this Registration Statement on
Form 8-A, provisions relating to the Rights and the Preferred Stock are
discussed herein insofar as they affect or relate to the rights of the
holders of Common Stock.
Voting Rights
-------------
Except as otherwise required by Wisconsin law or the Company's
Articles of Incorporation, each holder of Common Stock and Preferred Stock
is entitled to one vote for each share held by such shareholder on all
questions on which shareholders of the Company are entitled to vote.
Section 180.1004 of the Wisconsin Business Corporation Law grants class
voting rights to the holders of each class of capital stock in certain
instances, such as a reclassification of shares or changes prejudicial to
class preferences and rights. The holders of the Company's capital stock
(including the Common Stock) are not entitled to cumulative voting rights
in connection with the election of directors which means that holders of
such shares entitled to exercise more than 50% of the voting power are
entitled to elect all of the directors to be elected at any meeting of
shareholders; provided, however, that holders of Preferred Stock are
entitled to special voting rights in connection with the election of
directors in certain cases following the Company's failure to make
dividend payments on such Preferred Stock.
Section 180.1150 of the Wisconsin Business Corporation Law
provides that the voting power of shares of Wisconsin corporations such as
the Company held by any person or persons acting as a group in excess of
20% of the voting power in the election of directors is limited to 10% of
the full voting power of those shares. This restriction does not apply to
shares acquired directly from the Company or in certain specified
transactions or shares for which full voting power has been restored
pursuant to a vote of shareholders.
Sections 180.1140 to 180.1144 of the Wisconsin Business
Corporation Law contain certain limitations and special voting provisions
applicable to specified business combinations involving Wisconsin
corporations such as the Company and a significant shareholder, unless the
board of directors of the corporation approves the business combination or
the shareholder's acquisition of shares before such shares are acquired.
Similarly, Sections 180.1130 to 180.1133 of the Wisconsin Business
Corporation Law contain special voting provisions applicable to certain
business combinations, unless specified minimum price and procedural
requirements are met. Finally, following commencement of a takeover
offer, Section 180.1134 of the Wisconsin Business Corporation Law imposes
special voting requirements on certain share repurchases effected at a
premium to the market and on certain asset sales by the corporation,
unless, as it relates to the potential sale of assets, the corporation has
at least three independent directors and a majority of the independent
directors vote not to have the provision apply to the corporation.
Preemptive Rights; Assessability
--------------------------------
Subject to the terms of the Rights, no holder of any class of
capital stock of the Company (including the Common Stock) has any
preemptive or preferential right to subscribe for or purchase any of the
unissued shares of stock of the Company. All issued and outstanding shares
of Common Stock are fully paid and nonassessable, except with respect to
certain wage claims of employees of the Company for services performed as
provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law regarding personal liability of shareholders for all debts owing to
employees of the Company for services performed but not exceeding six
months' service in any one case.
Liquidation
-----------
In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of Preferred Stock,
if such shares are then issued and outstanding, will be entitled to
certain preferences before any amount is paid to the holders of Common
Stock. After payment of any Preferred Stock preferential amounts, if any,
the holders of Common Stock will be entitled to share ratably in all
remaining assets of the Company available for distribution to
shareholders.
Dividends
---------
The holders of Preferred Stock, if such shares are then issued
and outstanding, will be entitled to receive quarterly cumulative cash
dividends, when and as declared, and at the rate as fixed by the Board of
Directors. Subject to the prior payment of cumulative dividends on any
outstanding Preferred Stock, the holders of Common Stock will be entitled
to dividends out of funds legally available therefor, if, when and as
declared by the Board of Directors. The Company's ability to pay cash
dividends on its capital stock is subject to the requirements of certain
of the Company's debt instruments which restrict the payment of cash
dividends in specified cases.
Certain By-law Provisions
-------------------------
The By-laws of the Company establish a procedure which
shareholders seeking to call a special meeting of shareholders must
satisfy. This procedure involves notice to the Company, the receipt by
the Company of written demands for a special meeting from holders of
shares representing 10% or more of the votes entitled to be cast on any
issue proposed to be considered at such special meeting, a review of the
validity of such demands by an independent inspector appointed by the
Company and the fixing of the record and meeting dates by the Board of
Directors. In addition, shareholders demanding such a special meeting
must deliver to the Company a written agreement to pay the costs incurred
by the Company in holding a special meeting, including the costs of
preparing and mailing the notice of meeting and the proxy materials for
the solicitation by the Company of proxies for use at such meeting, in the
event such shareholders are unsuccessful in their proxy solicitation.
The By-laws of the Company also provide the Board of Directors
of the Company with discretion in postponing shareholder meetings,
including, within certain limits, special meetings of shareholders.
Additionally, the Chairman of the Board or the Board of Directors (acting
by resolution) may adjourn a meeting of shareholders at any time prior to
the transaction of business at such meeting. The By-laws of the Company
also contain strict time deadlines and procedures applicable to
shareholders seeking to nominate a person for election as a director or to
otherwise bring business before a meeting.
Transfer Agent
--------------
The transfer agent for the Common Stock is Firstar Trust
Company, Milwaukee, Wisconsin.
Rights
------
The Company has entered into a Rights Agreement (the "Rights
Agreement"), dated as of October 29, 1991, with Firstar Trust Company
(f/k/a First Wisconsin Trust Company), as Rights Agent. Pursuant to the
Rights Agreement, each outstanding share of Common Stock has attached
thereto one Right and each share subsequently issued by the Company prior
to the expiration of the Rights Agreement will likewise have attached
thereto one Right. Under certain circumstances described below, the
Rights will entitle the holder thereof to purchase additional shares of
Common Stock.
The Rights are not currently exercisable and trade with the
Common Stock. In the event the Rights become exercisable, each Right
(unless held by a person or group which beneficially owns more than 20% of
the outstanding Common Stock) will initially entitle the holder to
purchase one-half of one share of Common Stock at a price of $60 per share
(equivalent to $30 for each one-half share), subject to adjustment.
Subject to certain limitations, the Rights will only become exercisable if
a person or group has acquired, or announced an intention to acquire, 20%
or more of the outstanding shares of Common Stock. Under certain
circumstances, including the existence of a 20% acquiring party, each
holder of a Right, other than the acquiring party, will be entitled to
purchase at the exercise price Common Stock having a market value of two
times the exercise price. In the event of the acquisition of the Company
by another corporation subsequent to a party acquiring 20% or more of the
Common Stock, each holder of a Right will be entitled to receive the
acquiring corporation's common shares having a market value of two times
the exercise price. The Rights may be redeemed at a price of $.01 per
Right prior to the existence of a 20% acquiring party, and thereafter may
be exchanged for one share of Common Stock per Right prior to the
existence of a 50% acquiring party. The Rights will expire on November
15, 2001. Under the Rights Agreement, the Board of Directors of the
Company may reduce the thresholds applicable to the Rights from 20% to not
less than 10%. The Rights do not have voting or dividend rights and,
until they become exercisable, have no dilutive effect on the earnings of
the Company.
The Rights have certain anti-takeover effects and may discourage
or make more difficult the acquisition of the Company on a non-negotiated
basis (such as by an unsolicited tender offer). The Rights will not,
however, affect a transaction approved by the Board of Directors of the
Company prior to the existence of a 20% acquiring party since the Rights
can be redeemed before the consummation of such transaction.
Item 2. Exhibits
A. Articles of Incorporation of Banta Corporation, as amended
(incorporated by reference to Exhibit 19(b) to Banta
Corporation's Quarterly Report on Form 10-Q for the quarter
ended April 3, 1993).
B. By-laws of Banta Corporation, as amended (incorporated by
reference to Exhibit 3(c) to Banta Corporation's Annual Report
on Form 10-K for the fiscal year ended January 1, 1994).
C. Rights Agreement, dated October 29, 1991, between Banta
Corporation and Firstar Trust Company (f/k/a First Wisconsin
Trust Company), as Rights Agent (incorporated by reference to
Exhibit 4.1 to Banta Corporation's Current Report on Form 8-K
dated October 29, 1991).
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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 amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
BANTA CORPORATION
By: /s/ Ronald D. Kneezel
Ronald D. Kneezel
Vice President, General Counsel and
Secretary
Dated: November 10, 1994.
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
A. Articles of Incorporation of Banta Corporation, as
amended (incorporated by reference to Exhibit 19(b)
to Banta Corporation's Quarterly Report on Form 10-Q
for the quarter ended April 3, 1993).
B. By-laws of Banta Corporation, as amended
(incorporated by reference to Exhibit 3(c) to Banta
Corporation's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994).
C. Rights Agreement, dated October 29, 1991, between
Banta Corporation and Firstar Trust Company (f/k/a
First Wisconsin Trust Company), as Rights Agent
(incorporated by reference to Exhibit 4.1 to Banta
Corporation's Current Report on Form 8-K dated
October 29, 1991).
