SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10/A
POST EFFECTIVE AMENDMENT to
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TODD SHIPYARDS CORPORATION
Exact name of registrant as specified in its charter)
DELAWARE 91-1506719
(State or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
1801-16th Avenue SW, Seattle, WA 98134-1089
(Address of principal executive offices) (zip code)
Registrant's telephone number (206) 623-1635
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
So Registered Each Class is Registered
Common Stock, $.01 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Todd Shipyards Corporation (the "Company") hereby amends Item 11 of its
Registration Statement under the Securities Exchange Act of 1934 as
originally filed to provide current information regarding the class of
securities so registered in order to permit incorporation of such
description by reference as required or permitted in filings under such
Act and under the Securities Act of 1933.
Item 11. Description of Registrant's Securities to be Registered.
The Company's authorized capital stock consists of 19,500,000
shares of Common Stock, par value $.01 per share and 1,000,000 shares
of Preferred Stock, at no par value, issuable in series as designated
by the Board of Directors of the Company.
The Common Stock of the Company is listed for trading on the New
York Stock exchange, Inc. trading under the symbol "TOD" and is
registered as a class of securities under the Securities Exchange Act
of 1934, as amended.
Common Stock
As of June 12, 1998, there were 9,910,180 shares of Common Stock
of the Company outstanding and held of record by approximately 2,600
stockholders of record.
Stockholders are entitled to one vote for each share of Common
Stock on matters to be voted on by the stockholders of the Company.
Stockholders of the Common Stock do not have cumulative voting rights,
accordingly directors are elected by a majority of the shares present
(or represented by proxy) at an annual or special meeting called for
the election of directors if a quorum of at least a majority of the
outstanding shares is present at such meeting.
Stockholders will be entitled to receive dividends when, as and
if declared by the Board of Directors and to share ratably in the
assets of the Company legally available for distribution to its
stockholders in the event of the liquidation, dissolution or winding-up
of the Company. Holders of Common Stock have no preemptive,
subscription, redemption or conversion rights. All of the issued and
outstanding shares of Common Stock are duly authorized, validly issued,
fully paid and nonassessable.
Preferred Stock
No Shares of Preferred Stock are currently outstanding and no
designation setting forth the terms and rights of any class or series
of Preferred Stock is in effect. The Company's Board of Directors may
without future action by the Company's stockholders, from time to time,
direct the issuance of Preferred Shares in series and may, at the time
of issuance, determine the rights, preferences and limitations of each
series. The holders of Preferred Stock would normally be entitled to
receive a preference payment in the event of any liquidation,
dissolution or winding-up of the Company before any payment is made to
the holders of the Common stock. In addition, the Board of Directors
is authorized to determine the voting rights applicable to shares of
the Preferred Stock, including the extent of rights of holders of any
series of the Preferred Stock to vote (in the election of directors or
otherwise) as a separate class or, if voting together with the holders
of the Common Stock, the number of votes per share of Preferred Stock.
As of June 12, 1998, there were no shares of Preferred Stock designated
or outstanding.
The ability of the Company's Board of Directors to issue shares
of Preferred Stock could be exercised to render more difficult the
accomplishment of mergers or other takeover or change in control
attempts. To the extent that this ability has this effect, removal of
the Company's incumbent Board of Directors and management may be
rendered more difficult. Further, this may have an adverse impact on
the ability of stockholders of the Company to participate in a tender
or exchange offer for the Common Stock and in so doing diminish the
market value of the Common Stock.
Delaware Law
The Company is subject to Section 203 of the Delaware General
Corporation Law ("Section 203") which, subject to certain exceptions,
prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years
following the date that such stockholder became an interested
stockholder, unless (i)prior to such date, the Board of Directors of
the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an interested
stockholder; (ii) upon consummation of the transaction which resulted
in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares
owned by persons who are directors and also officers and by employee
stock plans in which employee participants do not have the right to
determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer; or (iii) on or subsequent to
such date, the business combination is approved by the Board of
Directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least 66 2/3% of the outstanding voting stock which is not owned by the
interested stockholder.
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this post-effective amendment ot
its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
TODD SHIPYARDS CORPORATION
By: /s/ Stephen G. Welch
Its: Chief Executive Officer
Date: September 23, 1998
