-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jc/5hdVcBg6//4Nek4kBwAhwpI31Pl6q7aXj0ZzZW52fkEKq7CVdQ6hC0z9flc8J 7M05n24kxkpJar+RH4tKsg== 0000899243-01-501626.txt : 20020514 0000899243-01-501626.hdr.sgml : 20020514 ACCESSION NUMBER: 0000899243-01-501626 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011102 DATE AS OF CHANGE: 20020514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMFIRST INC CENTRAL INDEX KEY: 0001026601 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 640679456 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12547 FILM NUMBER: 01773715 BUSINESS ADDRESS: STREET 1: P O BOX 1249 CITY: JACKSON STATE: MS ZIP: 39202 BUSINESS PHONE: 6019487550 MAIL ADDRESS: STREET 1: P O BOX 1249 CITY: JACKSON STATE: MS ZIP: 39202 8-A12B/A 1 d8a12ba.txt FORM 8-A/A FILED PURSUANT TO RULE 12(B) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ Amendment No. 1 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 ChemFirst Inc. (Exact name of registrant as specified in its charter) Mississippi 64-0679456 (State of incorporation or organization) (IRS Employer Identification No.) 700 North Street, P.O. Box 1249 39215-1249 Jackson, Mississippi (Zip Code) (Address of principal executive offices) 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), please check the following box. [X] 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), please check the following box. [_] Securities Act registration statement file number to which this form relates: 333-15789 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: Common Stock New York Stock Exchange Preferred Stock Purchase Rights Securities to be registered pursuant to Section 12(g) of the Act: None EXPLANATORY NOTE ChemFirst Inc. ("ChemFirst") hereby amends its Form 8-A filed on December 9, 1996 in order to file the Second Amendment to Rights Agreement, effective October 1, 2001, by and among ChemFirst, The Bank of New York and American Stock Transfer & Trust Company (the "Rights Agreement"), as an exhibit to the Form 8- A. The amendment to the Rights Agreement serves to change the Rights Agent from The Bank of New York to American Stock Transfer & Trust Company, and to lower the required minimum combined capital and surplus of the Rights Agent from $100 million to $10 million. The First Amendment to the Rights Agreement, effective May 1, 1997, changed the Rights Agent from KeyCorp Shareholder Services, Inc. to The Bank of New York. Item 1. Description of Registrant's Securities to be Registered. The information set forth in Item 1 of the Form 8-A has not changed as of the date of this Amendment No. 1. Item 2. Exhibits Exhibit Exhibit - ------- ------- No. Description - --- ----------- 3(a) ChemFirst's Amended and Restated Articles of Incorporation were filed as Exhibit 3.1 to Amendment No. 1 to ChemFirst's Form S-1 (Registration No. 333-15789) filed on November 18, 1996, and are incorporated herein by reference. 3(b) ChemFirst's Bylaws, as amended, were filed as Exhibit 4.3 to ChemFirst's Form S-8 (Registration No. 333-69965) filed on December 30, 1998, and are incorporated herein by reference. 4(a) Rights Agreement, dated as of October 30, 1996, between ChemFirst and KeyCorp Shareholder Services, Inc., was filed as Exhibit 4 to Amendment No. 1 to ChemFirst's Form S-1 (Registration No. 333-15789) filed on November 18, 1996 and is incorporated herein by reference. 4(b) First Amendment to Rights Agreement, effective May 1, 1997, by and among ChemFirst, KeyCorp Shareholder Services, Inc. and The Bank of New York, was filed as Exhibit 4.5 to ChemFirst's Form S-8 (Registration No. 333-69965) filed on December 30, 1998, and is incorporated herein by reference. 4(c) Second Amendment to Rights Agreement, effective October 1, 2001, by and among ChemFirst, The Bank of New York and American Stock Transfer & Trust Company. 4(d) Form of ChemFirst stock certificate. 99(a) Amendment No. 1 to ChemFirst's Registration Statement on Form S-1 (Registration No. 333-15789) was filed with the Commission on November 18, 1996, and is incorporated herein by reference. 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. CHEMFIRST INC. Date: October 30, 2001 By: /s/ R. M. Summerford Name: R. Michael Summerford Title: President and Chief Operating Officer EX-4.(C) 3 dex4c.txt SECOND AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 4(c) SECOND AMENDMENT TO RIGHTS AGREEMENT This Agreement ( the "Amendment"), dated effective October 1, 2001, is entered into by and among ChemFirst Inc., a Mississippi corporation (the "Company"), The Bank of New York ("BONY") and American Stock Transfer & Trust Company ("AST"). WHEREAS, the Company and KeyCorp Shareholder Services, Inc. ("KeyCorp") entered into a Rights Agreement dated as of October 30, 1996 whereby KeyCorp was appointed Rights Agent under the Rights Agreement; and WHEREAS, effective May 1, 1997, the Company and BONY entered into the First Amendment to Rights Agreement, whereby the KeyCorp Shareholder Services, Inc., was removed as Rights Agent and BONY was appointed the Rights Agent under the Rights Agreement; and WHEREAS, the Company wishes to appoint AST as Rights Agent under the Rights Agreement; and WHEREAS, Section 27 of the Rights Agreement provides, among other things, that prior to the Distribution Date (as such term is defined in the Agreement), the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Agreement without the approval of any holders of certificates representing shares of Common Stock. NOW, THEREFORE, the Company, BONY and AST agree as follows: 1. BONY is removed as Rights Agent and AST is appointed as successor Rights Agent effective October 1, 2001. 2. The cover page of the Rights Agreement is hereby amended by striking the words "The Bank of New York" and inserting the words with "American Stock Transfer & Trust Company" in their place. 3. The first page of the Rights Agreement is hereby amended by modifying the first paragraph such that said paragraph reads in its entirety as follows: RIGHTS AGREEMENT, dated as of October 30, 1996 (the "Agreement"), between ChemFirst Inc., a Mississippi corporation (the "Company"), and American Stock Transfer & Trust Company, a New York state banking corporation (the "Rights Agent"), successor to The Bank of New York, a New York trust company, successor to KeyCorp Shareholder Services, Inc., an Ohio corporation. 4. The last paragraph of Section 3(c) of the Rights Agreement is hereby amended by striking the first two sentences, and inserting the following three sentences in their place: Any certificates representing shares of Common Stock bearing the foregoing legend shall be deemed to refer to American Stock Transfer & Trust Company as the Rights Agent. On and after October 1, 2001, certificates representing shares of Common Stock required to bear the foregoing legend may, in the alternative, bear the foregoing legend as modified by replacing "KeyCorp Shareholder Services, Inc." with "American Stock Transfer & Trust Company." 6. The fifth sentence of Section 21 of the Rights Agreement is hereby amended by striking the amount of "$100,000,000" and inserting the amount of "$10,000,000" in its place. 7. Section 26 of the Rights Agreement is hereby amended by striking the following subparagraph: The Bank of New York 101 Barclay St., Floor 12W New York NY 10286 Attn: Stock Transfer Administration and inserting the following subparagraph in its place: American Stock Transfer & Trust Company 59 Maiden Lane Plaza Level New York, NY 10038 8. The first paragraph under the heading "CHEMFIRST INC." on Exhibit A to the Rights Agreement is hereby amended by striking the following language in the first sentence of said paragraph: The Bank of New York (the "Rights Agent"), successor to KeyCorp Shareholder Services, Inc., an Ohio corporation, and inserting the following language in its place: American Stock Transfer & Trust Company, a New York state banking corporation (the "Rights Agent"), successor to The Bank of New York, a New York trust company, successor to KeyCorp Shareholder Services, Inc., an Ohio corporation, IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. ATTEST: CHEMFIRST INC. By: /s/ James L. McArthur By: /s/ R. M. Summerford Name: James L. McArthur Name: R. M. Summerford Title: Secretary Title: President and COO ATTEST: THE BANK OF NEW YORK By: /s/ Jeffrey Grosse By: /s/ Robert J. Rinaudo Name: Jeffrey Grosse Name: Robert J. Rinaudo Title: Vice President Title: Assistant Vice President ATTEST: AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Susan Silber By: /s/ Herbert J. Lemmer Name: Susan Silber Name: Herbert J. Lemmer Title: Assistant Secretary Title: Vice President EX-4.(D) 4 dex4d.txt FORM OF CHEMFIRST STOCK CERTIFICATE EXHIBIT 4(d) [DESIGN] CHEMFIRST INC. INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI COMMON STOCK CUSIP 16361A 10 6 PAR VALUE $1 PER SHARE SEE REVERSE FOR CERTAIN DEFINITIONS AND INFORMATION THIS CERTIFIES THAT IS THE OWNER OF FULL-PAID AND NON-ASSESSABLE SHARES, PAR VALUE $1.00 PER SHARE OF THE COMMON STOCK OF CHEMFIRST INC., transferable on the books of the corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate property endorsed. This certificate is not valid unless countersigned by a Transfer Agent and registered by a Registrar. Witness the facsimile seal of the corporation and the facsimile signatures of its duly authorized officers. DATED: /s/ James L. McArthur /s/ J. Kelley Williams Secretary Chairman of the Board COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, NEW YORK) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE [SEAL] The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as through they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ____ Custodian ____ under Uniform Gifts to Minors Act (Cust) (Minor) _____ (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value received, _____ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________ _____________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ________________________________________________________________________________ _______________________________________________________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint______________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated, ______________ ______________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED:________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17A-d15. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between ChemFirst Inc. and American Stock Transfer & Trust Company (the "Rights Agent") dated as of October 30, 1996, as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request thereof. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or an Adverse Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held or on behalf of such person or by any subsequent holder, may become null and void. -----END PRIVACY-ENHANCED MESSAGE-----