-----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, E4zRCIuLH4Y10rX/rdb1+xUG7WvMJA0rmciZ7Y4mPa14pXpjTLKNUpyZm2FHkxQF rKn8qVfVbUzYtkUkJuFNvA== 0001144204-09-047651.txt : 20090909 0001144204-09-047651.hdr.sgml : 20090909 20090909143450 ACCESSION NUMBER: 0001144204-09-047651 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090909 ITEM INFORMATION: Other Events FILED AS OF DATE: 20090909 DATE AS OF CHANGE: 20090909 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14447 FILM NUMBER: 091060111 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-K 1 v159997_8k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
 
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2009
 
 
 
AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
State or Other Jurisdiction of Incorporation
0-15661
Commission File Number
36-0724340
I.R.S. Employer Identification Number

2870 Forbs Avenue
Hoffman Estates, IL 60192
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 851-1500

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 8.01   Other Events.
 
On July 27, 1987, AMCOL International Corporation (the “Company”) filed with the Securities and Exchange Commission Amendment No. 1 to the Company’s Registration Statement on Form 10 (the “Amended Form 10”), which included a description of the Company’s common stock.  This Amended Form 10 was filed via paper submission.  In order to make the description of the Company’s common stock included in the Amended Form 10 accessible via EDGAR, the Company is re-filing the description herein.
 
Item 11   Description of Registrant’s Securities to be Registered.
 
The holders of the Company’s common stock, par value $1.00 per share, are entitled to one vote for each share held.  Stockholders do not have the right to cumulate their votes for the election of directors, and consequently the holders of a majority of the stock voting in the election of directors are able to elect all directors being elected.  The affirmative vote of the holders of at least 66-2/3% of the outstanding Common Stock is required to approve a merger, sale of more than $5,000,000 in assets or similar reorganization, unless such transaction was first approved by a resolution of the Board of Directors, a majority of the voting members of which were elected prior to the time the other corporate party to such reorganization became the beneficial owner of more than 10% of the common stock of the Company.  In this latter case the affirmative vote of the holders of at least a majority of the outstanding common stock is required.  The holders of common stock are entitled to receive such dividends as the Board of Directors may declare out of funds available therefor and to receive pro rata all of the Company’s assets available for distribution to stockholders in the event of liquidation.  The holders of common stock have no preemptive rights to purchase or subscribe for shares of any class now or hereafter authorized.
 
The transfer agent for the Common Stock is Harris Trust and Savings Bank, Chicago, Illinois.
 
The Company intends to furnish its stockholders with quarterly reports containing unaudited financial information, and an annual report containing financial statements certified by independent public accountants.
 
The description of the Company’s common stock set out above has since been amended as provided in the Company’s certificate of incorporation as restated and filed as an exhibit to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on September 15, 1993, as amended and filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 1996, as further amended and filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 20, 1998.
 
In addition, the Company’s transfer agent for its common stock is no longer Harris Trust and Savings Bank of Chicago, Illinois; it is now American Stock Transfer of New York, New York.
 
 
 
 
 
The description of the Company’s common stock set out above is qualified in its entirety by reference to the provisions of the Company’s restated certificate of incorporation and restated by-laws as amended and in effect on the date of this Current Report on Form 8-K, and the General Corporation Law of the State of Delaware.  Copies of the Company’s certificate of incorporation and by-laws as amended and restated have been filed with the SEC.
 
 
 
 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  AMCOL INTERNATIONAL CORPORATION  
     
       
Date: September 9, 2009
By:
/s/ Lawrence E. Washow  
    Lawrence E. Washow  
   
President and Chief Executive Officer
  
       
 
 
 
 
 
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