-----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, IFhea8CdtDAtSav5rWhdnpf+sHqusS9xRqovf6r7PMXt8B6Qf7s3y07+cMhak7rI Q127WTL/apUbCbYoNJnAvA== 0000813621-98-000013.txt : 19980827 0000813621-98-000013.hdr.sgml : 19980827 ACCESSION NUMBER: 0000813621-98-000013 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980826 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-14447 FILM NUMBER: 98698451 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 8473948730 MAIL ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 8-A12B 1 FORM 8-A 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 EXCHANGE ACT OF 1934 AMCOL INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-0724340 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) One North Arlington, 1500 West Shure Drive, Suite 500 Arlington Heights, Illinois 60004-7803 (Address of principal executive offices) (Zip Code) 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, $.01 par value New York Stock Exchange 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. [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), check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The capital stock of AMCOL International Corporation (the "Company") to be registered on the New York Stock Exchange, Inc. is the Company's Common Stock, par value $.01 per share (the "Common Stock"). Holders of Common Stock are entitled to one vote per share on all matters to be voted on by stockholders of the Company. The Company's Restated Certificate of Incorporation divides the Board of Directors into three classes, each having a term of three years. Directors may be removed only for cause and only upon the affirmative vote of the holders of at least two thirds of the voting power of the then outstanding shares. There is no cumulative voting with respect to the election of directors. The holders of Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors out of legally available funds. In the event of liquidation, dissolution, or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the Common Stock. Holders of shares of Common Stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock. In addition, there is no liability to further calls or to assessments by the Company. The Companys Restated Certificate of Incorporation provides that the following transactions must be approved by the holders of at least two-thirds of the issued and outstanding securities of the Company entitled to vote in any election of directors: (i) any merger or consolidation with another entity, (ii) any sale, lease, exchange, mortgage, pledge or other disposition of all or a substantial portion of the assets of the Company or any of its subsidiaries to another person or entity or (iii) any issuance or transfer of a substantial amount of Company securities in exchange for the securities or assets of another person or entity. The foregoing provisions do not apply, however, to any transaction that is approved by resolution of the Board of Directors of the Company, provided that a majority of the members of the Board of Directors voting for the approval of such transaction were members of the Board of Directors prior to the time any such other person or entity involved in any such transaction possessed in excess of 10% of the voting rights entitled to vote in any election of directors of the Company. For purposes of items (ii) and (iii) above, the term "substantial" means assets or securities, as the case may be, having a then fair market value, in the aggregate, of more than $5,000,000. ITEM 2. EXHIBITS. All exhibits required by Instruction II to Item 2 will be 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. AMCOL INTERNATIONAL CORPORATION (Registrant) /s/ Paul G. Shelton Paul G. Shelton Senior Vice President and Chief Financial Officer Date: August 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----