Form 8-A
UNITED STATES
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
Constar International Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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13-1889304 |
(State of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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One Crown Way, Philadelphia PA
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19154 |
(Address of principal executive offices)
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which |
to be so registered
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each class is to be registered |
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Common Stock, $0.01 par value per share
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The NASDAQ Stock Market LLC |
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. þ
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. o
Securities Act registration statement file number to which this form relates: Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: None.
Explanatory Note
This registration statement registers under Section 12(b) of the Securities Exchange Act of 1934,
as amended, the common stock, $0.01 par value (the Common Stock), of Constar International Inc.,
a Delaware corporation (the Company), in connection with the listing of the Common Stock on The
NASDAQ Capital Market, which is expected to take place on April 9, 2010.
Item 1. Description of Securities to be Registered.
General
The Common Stock is governed by the Companys Restated Certificate of Incorporation (the
Certificate), filed by the Company with the State of Delaware, and the Companys Amended and
Restated Bylaws (the Bylaws). The following is a summary of the Common Stock and certain
provisions of the Certificate and Bylaws. As a summary, it does not purport to be complete and is
qualified in its entirety by reference to the terms of the Certificate and Bylaws, each of which is
incorporated by reference into this Form 8-A.
Authorized Capital Stock
The Company has authority to issue 75,000,000 shares of Common Stock, par value $0.01 per
share.
Information Pertaining to the Capital Stock
Voting Rights. The holders of our Common Stock shall have voting rights at all meetings of the
stockholders, each such holder being entitled to one vote for each share thereof held by such
holder.
Dividend Rights. Dividends may be declared and paid on the Common Stock from funds lawfully
available therefor as and when determined by the Board of Directors.
Liquidation Preference. Upon the dissolution or liquidation of the Corporation, whether
voluntary or involuntary, holders of our Common Stock will be entitled to receive all assets of the
Corporation available for distribution to its stockholders.
Other Rights. Holders of our Common Stock do not have pre-emptive, subscription, redemption or
conversion rights.
Anti-Takeover Provisions. We are subject to Section 203 of the General Corporation Law of the
State of Delaware (the DGCL). In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a business combination with an interested stockholder for a period
of three years from the date of the transaction in which the person became an interested
stockholder, unless the interested stockholder attained this status with the prior approval of the
board or unless the business combination was approved in another prescribed manner. A business
combination includes mergers, asset sales and other transactions resulting in a financial benefit
to the interested stockholder. Subject to exceptions, an interested stockholder is a person who,
together with affiliates and associates, owns, or within three years owned, 15% or more of the
corporations voting stock. This statute could prohibit or delay the accomplishment of mergers or
other takeover or change in control attempts with respect to the Company and, accordingly, may
discourage attempts to acquire the Company.
Supermajority Voting Requirements. Notwithstanding any provision of the Certificate, Bylaws or
of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative
vote of the holders of capital stock required by law or the Certificate, the affirmative vote of
the holders of at least 60% of the combined voting power of all of the then outstanding shares of
the Company eligible to be cast in the election of Directors generally shall be required to alter,
amend, or repeal the provisions of the Certificate pertaining to the indemnification and the
limited liability of Directors, the removal of Directors and the filling of vacancies on the Board
of Directors, stockholder action by written consent in lieu of a meeting, or the supermajority
requirement provision.
Stockholder Action. Stockholders of the Corporation may not take any action by written consent
in lieu of a meeting. Special meetings of stockholders for any purpose may be called at any time
only by the Board of Directors, the Chairman of the Board or the Chief Executive Officer or at the
written request of the holders of at least 60% of the votes which all the stockholders would be
entitled to cast in any annual election of directors, and may not be called by any other person or
persons. Business transacted at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of meeting.
Limitations on Ownership. The holders of Capital Stock shall be subject to certain limitations
in order to ensure that their Beneficial Ownership of Capital Stock does not cause there to be a
Change of Control under the Material Corporation Indebtedness. No Person or Group shall
Beneficially Own shares of Voting Stock in excess of the Ownership Limit. The Board of Directors
may from time to time, in its sole discretion, increase the Ownership Limit and/or exempt any
Person or Group from the Ownership Limit.
Any Person or Group that proposes, attempts or intends to acquire, Beneficial Ownership of
Voting Stock in excess of the Ownership Limit must give at least 15 days prior written notice to
the Board of Directors. Any Person or Group that has been Conveyed or has otherwise acquired
Beneficial Ownership of Voting Stock that will or may result in any Person or Group having
Beneficial Ownership of Voting Stock in excess of the Ownership limit must immediately give written
notice to the Board of Directors of such event. Each Person or Group that is a Beneficial Owner of
Voting Stock and each Person (including the shareholder of record) or Group that is holding shares
for a Beneficial Owner must also provide to the Board of Directors such information as the
Corporation may request in order to determine the existence of a Change of Control and to ensure
compliance with the Ownership Limit.
If there is a Conveyance such that, if it were effective, any Person or Group would
Beneficially Own shares of Voting Stock in excess of the Ownership Limit, the Excess Shares will be
automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, and
the Person or Group who otherwise would have been treated as holding such Voting Stock will not
have and will never have acquired Beneficial Ownership of such shares of Voting Stock.
Shares of Voting Stock in a Charitable Trust remain issued and outstanding Voting Stock of the
Corporation and are entitled to the same rights and privileges on identical terms and conditions as
all other issued and outstanding Voting Stock of the Corporation. The Trustee of the Charitable
Trust is entitled to receive all distributions as may be authorized and declared by the Board of
Directors of the Corporation on Voting Stock held in the Charitable Trust and will hold such
distributions in trust for the benefit of the Charitable Beneficiary. The Trustee will be entitled
to vote all Voting Stock held in the Charitable Trust.
The limitations on ownership described in this section shall permanently cease to have any
force or effect: (i) automatically and without any further action by the Board of Directors, at
such time as there are no amounts owed by the Corporation under the Material Corporation
Indebtedness and/or the provisions of the Material Corporation Indebtedness have been amended or
waived such that ownership of 35% or more of the total voting power of the Voting Stock of the
Corporation shall not be a default, event of default and/or event that causes the acceleration of
the obligation to repay principal amounts under such Material Corporation Indebtedness, or (ii) if
earlier, upon a resolution of the Board of Directors, approved by at least sixty percent (60%) of
the members of the Board of Directors then in office.
Capitalized terms used herein under the heading of Limitations on Ownership and not
otherwise defined in this registration statement on Form 8-A, have the meanings set forth below:
Beneficial Owner has the meaning specified in Rules 13d-3 and 13d-5 under the Exchange Act,
except that any Person or Group will be deemed to be the Beneficial Owner of all securities
that such Person or Group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time. The terms Beneficial Ownership, Beneficially
Owns and Beneficially Owned have correlative meanings.
Charitable Beneficiary means, with respect to any Charitable Trust, one or more
organizations that are named by the Board of Directors as the beneficiary or beneficiaries of
such Charitable Trust and which are organized in accordance with the provisions of Section
501(c)(3) of the Code and in such manner that contributions to each such organization are
eligible for deduction under Section 170(b)(1)(A) of the Code.
Charitable Trust means any separate trust created pursuant to Section C(2) of Article Tenth
of the Certificate and administered in accordance with the terms of Section D of Article Tenth
of the Certificate for the benefit of any Charitable Beneficiary.
Code means the Internal Revenue Code of 1986, as amended from time to time.
Conveyance means any issuance, sale, transfer, gift, assignment, devise or other
disposition, as well as any other event that causes any Person or Group to have or acquire
Beneficial Ownership, or any agreement to take any such actions or cause any such events, of
Voting Stock or the right to vote or receive dividends on Voting Stock, whether voluntary or
involuntary, whether of record, or Beneficially Owned, and whether by operation of law or
otherwise. The terms Convey, Conveyed and Conveying have correlative meanings.
Conveying Shareholder means, with respect to any Required Transfer, any Person or Group who,
but for the provisions of Section C(2) of Article Tenth of the Certificate, would Beneficially
Own the shares of Voting Stock in excess of the Ownership Limit.
Exchange Act means the Securities Exchange Act of 1934, as amended from time to time.
Group means group as used in Sections 13(d) and 14(d) of the Exchange Act.
Material Corporation Indebtedness means the indebtedness issued under the Senior Secured
Floating Rate Notes Indenture, dated as of February 11, 2005, as amended from time to time.
Ownership Limit means thirty-four and nine-tenths percent (34.9%) of the total voting power
of the Voting Stock of the Corporation.
Person means person as used in Sections 13(d) and 14(d) of the Exchange Act.
Required Transfer means the automatic transfer of Voting Stock to a Charitable Trust
pursuant to the first sentence of Section C(2) of Article Tenth of the Certificate.
Voting Stock means any class of Capital Stock of the Corporation entitling the holders
thereof (whether at all times or only so long as no senior class of stock has voting power by
reason of any contingency) to vote in the election of members of the Board of Directors (or
equivalent governing body) of such Person.
Trustee means the Person, unaffiliated with both the Corporation and any Conveying
Shareholder, that is designated by the Board of Directors to act as trustee of a Charitable
Trust, or any successor trustee designated by the Board of Directors.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is American Stock Transfer & Trust
Company, LLC.
Item 2. Exhibits.
The following documents are filed as exhibits to this registration statement:
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Exhibit No. |
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Description |
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1
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Restated Certificate of Incorporation (incorporated by
reference to Exhibit 1 of the Companys Registration Statement
on Form 8-A filed on June 1, 2009). |
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2
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Amended and Restated Bylaws (incorporated by reference to
Exhibit 2 of the Companys Registration Statement on Form 8-A
filed on June 1, 2009). |
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.
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CONSTAR INTERNATIONAL INC.
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By: |
/s/ J. Mark Borseth
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Name: |
J. Mark Borseth |
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Title: |
Executive Vice President and Chief Financial Officer |
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Dated:
April 7, 2010