UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
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): June 17, 1999
SYNTROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-21911 | 43-1764632 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1350 South Boulder Suite 1100 Tulsa, Oklahoma | 74119-3295 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (918) 592-7900
None
(Registrant’s former name and former address, if changed since last report)
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The Registrant is filing this amendment to its Current Report on Form 8-K dated June 17, 1999 to revise the description in Item 5 under “Preferred Stock Purchase Rights – Evidence and Transferability of Rights” to reflect the adoption of the First Amendment to the Amended and Restated Rights Agreement between Syntroleum Corporation and American Stock Transfer & Trust Company (the “First Amendment”). A copy of the First Amendment is attached to this report as Exhibit 4.6.
Item 5. Other Events.
On June 17, 1999, Syntroleum Corporation issued a press release (the “Press Release”) announcing the completion of its reincorporation as a Delaware corporation. In the reincorporation, Syntroleum Corporation, a Kansas corporation (“Syntroleum-Kansas”), merged with and into Syntroleum Corporation, a Delaware corporation (“Syntroleum-Delaware” or “Syntroleum”), with Syntroleum-Delaware being the surviving corporation. The Press Release is included as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
As a result of the reincorporation, Syntroleum-Delaware became the successor corporation to Syntroleum-Kansas under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to its common stock and its preferred share purchase rights, and will succeed to Syntroleum-Kansas’s reporting obligations thereunder. Pursuant to Rule 12g-3 promulgated under the Exchange Act, the common stock and preferred share purchase rights of Syntroleum-Delaware are deemed to be registered under paragraph (g) of Section 12 of the Exchange Act.
Set forth below is a description of Syntroleum’s capital stock. This description is intended to be a summary of the material terms of Syntroleum’s capital stock and is qualified in its entirety by reference to Syntroleum’s charter and bylaws and the Rights Agreement relating to the preferred stock purchase rights associated with the common stock.
DESCRIPTION OF SYNTROLEUM CAPITAL STOCK
The total number of shares of all classes of stock that Syntroleum has authority to issue is 155,000,000, consisting of 150,000,000 shares of common stock and 5,000,000 shares of preferred stock. An aggregate of approximately 26,900,052 shares of Syntroleum common stock are expected to be issued in the reincorporation merger. Syntroleum has authorized and reserved for issuance 250,000 shares of junior participating preferred stock in connection with preferred stock purchase rights described below.
Common Stock
The holders of common stock are entitled to one vote per share on all matters voted on by the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by the board of directors with respect to any series of preferred stock, the holders of shares of common stock exclusively possess all voting power of Syntroleum’s stockholders. Subject to any preferential rights of any outstanding series of preferred stock, the holders of common stock are entitled to those dividends as may be declared from time to time by the board of directors
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from funds available for dividends and, upon liquidation, are entitled to receive pro rata all assets of Syntroleum available for distribution to such holders.
Preferred Stock
Syntroleum’s board of directors is authorized to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the powers, designation, preferences and rights of each series and the qualifications, limitations or restrictions of each series, including (1) the designation of the series, (2) the number of shares of the series, which number the board of directors may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares thereof then outstanding, (3) whether dividends, if any, will be cumulative or noncumulative and the dividend rate and the preferences, if any, of the series, (4) the dates at which dividends, if any, will be payable, (5) the redemption rights and price or prices, if any, for shares of the series, (6) the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series, (7) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Syntroleum, (8) whether the shares of the series will be convertible into or exchangeable for shares of any other class or series, or any other security, of Syntroleum or any other corporation, and, if so, the specification of that class or series or that other security, the conversion or exchange price or prices or rate or rates, any adjustments to those prices or rates, the date or dates as of which such shares will be convertible or exchangeable and all other terms and conditions upon which the conversion or exchange may be made, (9) restrictions on the issuance of shares of the same series, or of any other class or series, and (10) the voting rights, if any, of the holders of the series.
Syntroleum believes that the ability of its board of directors to issue one or more series of preferred stock will provide Syntroleum with flexibility in structuring possible future financings and acquisitions, and in meeting other corporate needs that might arise. The authorized shares of preferred stock, as well as shares of common stock, will be available for issuance without further action by Syntroleum’s stockholders, unless stockholder action is required by the rules of any stock exchange or automated quotation system on which Syntroleum’s securities are listed or traded. If the approval of Syntroleum’s stockholders is not required for the issuance of shares of preferred stock or common stock, the board of directors may determine not to seek stockholder approval.
Although Syntroleum’s board of directors has no intention at the present time of doing so, it could issue a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. The board of directors will make any determination to issue shares based on its judgment as to the best interests of Syntroleum and its stockholders. The board of directors, in so acting, could issue preferred stock having terms that could discourage an acquisition attempt through which an acquiror may be able to change the composition of Syntroleum’s board of directors, including a tender offer or other transaction that some, or a majority of, Syntroleum’s stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then current market price of the stock.
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Preferred Stock Purchase Rights
Syntroleum-Kansas’s board of directors declared a dividend of one preferred share purchase right to the holder of record of each share of Syntroleum-Kansas common stock as of the close of business on March 3, 1997. Prior to the reincorporation, each of these rights entitled the registered holder to purchase from Syntroleum-Kansas one six-hundredth of a share of Syntroleum-Kansas junior preferred stock at a purchase price of $125.00 per one one-hundredth of a share, subject to adjustment. In connection with the reincorporation, Syntroleum has assumed these rights and the related Rights Agreement dated January 31, 1997 between Syntroleum-Kansas and American Stock Transfer & Trust Company, as agent for holders of rights. Syntroleum has amended and restated that Rights Agreement to reflect the assumption. As a result of the assumption, the rights entitle the registered holder to purchase from Syntroleum the number of shares of junior participating preferred stock of Syntroleum that is the same as the number of shares of junior participating preferred stock that holder was entitled to purchase from Syntroleum-Kansas before the reincorporation, and at the same price.
The rights will have certain anti-takeover effects. The rights could cause substantial dilution to a person or group that attempts to acquire Syntroleum and effect a change in the composition of its board of directors on terms not approved by the board of directors, including by means of a tender offer at a premium to the market price. The rights should not interfere with any merger or business combination approved by the board of directors because the rights may be redeemed by Syntroleum at the redemption price prior to the time that a person has become an acquiring person.
The following summary of the material terms of the rights is qualified in its entirety by reference to the form of the Amended and Restated Rights Agreement, a copy of which is an exhibit to this Current Report on Form 8-K.
Evidence and Transferability of Rights. The rights will be evidenced by the certificates representing shares of common stock until the earlier to occur of:
| • | 10 days following a public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 25% or more of the then outstanding shares of common stock (that person or group is referred to as an “acquiring person”); or |
| • | 10 business days (or a later date established by Syntroleum’s board of directors before the time any person or group becomes an acquiring person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer that, if completed, would result in the beneficial ownership by a person or group of 25% or more of the outstanding shares of common stock. |
The date that the rights are no longer evidenced by the certificates representing shares of common stock is referred to as the “rights distribution date.” Neither Kenneth L. Agee nor Mark A. Agee nor members of their immediate families, nor any of their affiliates or associates, individually or collectively, will be deemed an acquiring person. Neither Robert A. Day nor members of his immediate family, nor any of their affiliates or associates, individually or collectively, will be
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deemed an acquiring person unless Mr. Day or any member of his immediate family, together with all affiliates and associates of such person, is the beneficial owner of 35% or more of the then outstanding shares of common stock.
Until the rights distribution date or the earlier redemption or expiration of the rights, (1) the rights will be transferred with and only with the shares of common stock, (2) certificates representing shares of common stock will contain a notation incorporating the terms of the rights by reference and (3) the surrender for transfer of any certificates representing shares of common stock will also constitute the transfer of the rights associated with the shares of common stock represented by that certificate. As soon as practicable following the rights distribution date, separate certificates evidencing the rights will be mailed to holders of record of the shares of common stock as of the close of business on the rights distribution date and those separate rights certificates alone will evidence the rights.
Exercisability of Rights. The rights are not exercisable until the rights distribution date. The rights will expire on January 31, 2007, unless the expiration date is extended or unless the rights are earlier redeemed or exchanged by Syntroleum, in each case, as described below.
If any person becomes an acquiring person, each holder of a right, other than rights beneficially owned by the acquiring person, which will be void, will after the date that any person became an acquiring person have the right to receive upon exercise of those rights at the then current exercise price that number of shares of common stock having a market value of two times the exercise price of the right. If, at any time on or after the date that any person has become an acquiring person, Syntroleum is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, each holder of a right will after the date of that transaction have the right to receive, upon the exercise of those rights at the then current exercise price of the right, that number of shares of common stock of the acquiring company which at the time of that transaction will have a market value of two times the exercise price of the right.
The purchase price payable, and the number of shares of junior preferred stock or other securities or property issuable upon exercise of the rights are subject to adjustment from time to time to prevent dilution (1) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the shares of junior preferred stock, (2) upon the grant to holders of the shares of junior preferred stock of specified rights or warrants to subscribe for or purchase shares of junior preferred stock at a price, or securities convertible into shares of junior preferred stock with a conversion price less than the then-current market price of the shares of junior preferred stock or (3) upon the distribution to holders of the shares of junior preferred stock of evidences of indebtedness or assets, excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in shares of junior preferred stock or of subscription rights or warrants other than those referred to above.
The number of outstanding rights and the number of shares of junior preferred stock issuable upon exercise of each right are also subject to adjustment in the event of a stock split of the common stock or a stock dividend on the common stock payable in common stock or subdivisions, consolidations or combinations of the common stock occurring, in any such case, prior to the rights distribution date.
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With specified exceptions, no adjustment in the purchase price will be required until cumulative adjustments require an adjustment of at least 1% in the purchase price. No fractional shares of junior preferred stock will be issued, other than fractions which are integral multiples of one one-hundredth of a share of junior preferred stock, which may, at the election of Syntroleum, be evidenced by depositary receipts. In lieu of those fractional shares, an adjustment in cash will be made based on the market price of the shares of junior preferred stock on the last trading day prior to the date of exercise.
Until a right is exercised, the holder of a right will have no rights as a stockholder of Syntroleum, including the right to vote or to receive dividends.
Terms of Junior Preferred Stock. Shares of junior preferred stock purchasable upon exercise of the rights will not be redeemable. Each share of junior preferred stock will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share but will be entitled to an aggregate dividend equal to 600 times the dividend declared per share of common stock. In the event of liquidation, the holders of the junior preferred stock will be entitled to a minimum preferential liquidation payment of $600 per share but will be entitled to an aggregate payment equal to 600 times the payment made per share of common stock. Each share of junior preferred stock will have 600 votes, together with the common stock. Finally, in the event of any merger, consolidation or other transaction in which the common stock is exchanged, each share of junior preferred stock will be entitled to receive an amount equal to 600 times the amount received per share of common stock. These rights are protected by customary antidilution provisions.
Because of the nature of the dividend, liquidation and voting rights of the junior preferred stock, the value of the one six-hundredth interest in a share of junior preferred stock purchasable upon exercise of each right should approximate the value of one share of common stock.
Exchange or Redemption. At any time after any person becomes an acquiring person and before the acquisition by that person of 50% or more of the outstanding shares of common stock, the board of directors may exchange the rights, in whole or in part, at an exchange ratio of one share of common stock, or one six-hundredth of a share of junior preferred stock, per right, subject to adjustment. This exchange will not apply to rights owned by the acquiring person which will have become void.
At any time before any person becomes an acquiring person, the board of directors may redeem the rights in whole, but not in part, at a price of $.01 per right.
The redemption of the rights may be made effective at any time, on any basis and with any conditions as the board of directors in its sole discretion may establish. Immediately upon any redemption of the rights, the rights will terminate and holders of rights will only receive the redemption price.
Amendment. The terms of the rights may be amended by the board of directors without the consent of the holders of the rights, including an amendment to lower (1) the threshold at which a person becomes an acquiring person and (2) the percentage of common stock proposed to be acquired
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in a tender or exchange offer that would cause the rights distribution date to occur, to not less than the greater of (A) the sum of .001% and the largest percentage of the outstanding common stock then known to Syntroleum to be beneficially owned by any person or group of affiliated or associated persons and (B) 10%, except that, from and after the time that any person or group of affiliated or associated persons becomes an acquiring person, no amendment may adversely affect the interests of the holders of the rights.
Restrictions on Business Combinations
Syntroleum’s charter provides that “business combinations” involving an “interested stockholder” must be approved by the holders of at least 66 2/3% of the voting power of the shares not owned by the interested stockholder, unless the business combination is either approved by “continuing directors” or meets specified requirements regarding price and procedure.
“Continuing directors” is generally defined in Syntroleum’s charter as (1) directors who are unaffiliated with the interested stockholder and joined the board before the party to the transaction became an interested stockholder or (2) directors who are unaffiliated with the interested stockholder and are elected to fill a vacancy and that election is recommended by a majority of continuing directors then on the board. The charter of Syntroleum also provides that the initial directors named in its charter who are unaffiliated with the interested stockholder are “continuing directors.”
A “business combination” is generally defined in Syntroleum’s charter as follows.
| • | any merger or consolidation of Syntroleum or its subsidiaries with any interested stockholder; |
| • | any disposition, in one transaction or a series of transactions, to or with any interested stockholder of any assets of Syntroleum having an aggregate fair market value of $10,000,000 or more; |
| • | the issuance or transfer by Syntroleum of any securities of Syntroleum to any interested stockholder, in exchange for property having an aggregate fair market value of $10,000,000 or more; |
| • | the adoption of any plan or proposal for the liquidation or dissolution of Syntroleum proposed by or on behalf of an interested stockholder; or |
| • | any reclassification of securities, or recapitalization of Syntroleum, or any merger or consolidation of Syntroleum with any of its subsidiaries or any other transaction that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of Syntroleum that are directly or indirectly owned by any interested stockholder. |
An “interested stockholder” is generally defined in Syntroleum’s charter as any person, other than Syntroleum, who or which:
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| • | itself, or along with its affiliates, is the beneficial owner, directly or indirectly, of more than 10% of the then outstanding voting stock of Syntroleum; |
| • | is an affiliate of Syntroleum and at any time within the two-year period immediately before the date in question was itself, or along with its affiliates, the beneficial owner, directly or indirectly, of 10% or more of the then outstanding voting stock of Syntroleum; or |
| • | is an assignee of or has otherwise succeeded to any voting stock of Syntroleum that was at any time within the two-year period immediately before the date in question beneficially owned by an interested stockholder, if that assignment or succession occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. |
The provisions in Syntroleum’s charter restricting business combinations with interested stockholders also generally apply to an interested stockholder’s affiliates.
To satisfy the price and procedure requirements of these provisions, the following criteria must be satisfied:
| • | the total amount of the cash and the fair market value of consideration other than cash to be received per share by holders of Syntroleum’s capital stock is at least equal to the highest of |
| (1) | the highest price per share paid by the interested stockholder in transactions during the two-year period before the announcement of the transaction or in the transaction in which it became an interested stockholder; |
| (2) | the fair market value of the stock on the date of announcement of the transaction or the date of the transaction in which it became an interested stockholder, whichever is higher; and |
| (3) | the amount determined under clause (2) above multiplied by the ratio of (A) the highest price per share paid by the interested stockholder for any shares during the two-year period before the date of announcement of the transaction to (B) the fair market value of the stock on the first day in that two-year period on which the interested stockholder acquired any shares of stock; |
| • | generally, the consideration to be received by holders of a particular class of outstanding voting stock is in cash or in the same form as the interested stockholder has previously paid for shares of that class of voting stock; |
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| • | after the interested stockholder has become an interested stockholder and before the completion of the business combination, specified actions or omissions have not occurred with respect to dividends and the interested stockholder has not become the beneficial owner of any additional voting stock except as part of the transaction which results in the interested stockholder becoming an interested stockholder; |
| • | after the interested stockholder has become an interested stockholder, the interested stockholder has not received, except proportionately as a shareholder, any financial assistance or tax advantages provided by the corporation, whether in anticipation of or in connection with the business combination or otherwise; and |
| • | a proxy or information statement describing the proposed business combination and complying with the requirements of the Securities Exchange Act of 1934 is mailed to stockholders at least 30 days before the completion of the business combination. |
Section 203 of the Delaware General Corporation Law (“DGCL”) provides that, subject to specified exceptions, a corporation may not engage in a broad range of business combinations with any “interested stockholder” for a three-year period following the time that the stockholder becomes an interested stockholder unless:
| • | prior to that time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
| • | 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 shares owned by persons who are both officers and directors of the corporation and shares held by specified employee stock ownership plans; or |
| • | on or after that time, the business combination is approved by the board of directors of the corporation and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. |
In general, an “interested stockholder” is defined for purposes of Section 203 of the DGCL to include any person that is (1) the owner of 15% or more of the outstanding voting stock of the corporation or (2) an affiliate or associate of the corporation that was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the previous three years. The DGCL permits a corporation to opt out of these provisions, although Syntroleum has not done so.
Amendments to Charter
Amendments of Syntroleum’s charter generally require the approval of the holders of a majority of the outstanding stock entitled to vote on the amendment, and if the amendment would increase or decrease the number of authorized shares of any class or series or the par value of shares
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of that class or series or would adversely affect the rights, powers or preferences of that class or series, a majority of the outstanding stock of that class or series also would be required to approve the amendment. However, the amendment or repeal of, or the adoption of provisions that are inconsistent with, the provisions of Syntroleum’s charter regarding (1) powers of the board of directors with respect to the bylaws and the accounts and books of Syntroleum and (2) the number, election and classification of directors of Syntroleum, requires the approval of the board of directors and the affirmative vote of 80% of the stock entitled to vote in the election of directors. In addition, the amendment or repeal of, or the adoption of provisions that are inconsistent with, the provisions of Syntroleum’s charter regarding votes required for business combinations with interested stockholders described above requires the approval of the Syntroleum board of directors and the affirmative vote of 66 2/3% of the stock entitled to vote in the election of directors and not owned directly or indirectly by interested stockholders or their affiliates.
Amendments to Bylaws
Syntroleum’s board of directors may adopt, alter or amend the bylaws. In addition to meeting certain notice requirements, Syntroleum’s bylaws provide that the affirmative vote of the holders of at least 80% of the voting power of the then outstanding voting stock, voting together as a single class, is required for stockholders to alter, amend or repeal any provision of the bylaws or to adopt any additional bylaws.
Special Meetings of Stockholders
Subject to the rights of holders of any series of preferred stock, Syntroleum’s bylaws provide that a special meeting may be called only by the chairman of the board of directors or by the board of directors pursuant to a resolution adopted by a majority of the total number of directors of Syntroleum. The business permitted to be conducted at any special meeting of stockholders is limited to the business brought before the meeting pursuant to the notice of meeting.
Stockholder Action by Written Consent
Syntroleum’s charter provides that corporate action may not be taken by written consent of stockholders.
Advance Notice Provisions for Stockholder Director Nominations and Stockholder Proposals
Syntroleum’s bylaws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of stockholders of Syntroleum.
The bylaws provide that only individuals who are nominated by, or at the direction of, Syntroleum’s board of directors, or by a stockholder who has given timely written notice to the secretary of Syntroleum before the meeting at which directors are to be elected, will be eligible for election as directors of Syntroleum. The bylaws also provide that at an annual meeting only business may be conducted as has been brought before the meeting by, or at the direction of, the chairman of the board or Syntroleum’s board of directors, or by a stockholder who has given timely written notice to
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the secretary of Syntroleum of the stockholder’s intention to bring that business before the meeting.
Under these provisions, for notice of stockholder director nominations or proposals to be made at an annual meeting to be timely, the notice must generally be received by Syntroleum:
| • | not less than 70 days nor more than 90 days before the first anniversary of the previous year’s annual meeting; or |
| • | if the date of the annual meeting is advanced by more than 20 days, or delayed by more than 70 days, from the anniversary date, not earlier than 90 days before the meeting and not later than the later of (1) 70 days before the meeting and (2) 10 days after public announcement of the date of the meeting is first made. |
However, if the number of directors to be elected is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased board of directors at least 80 days before the first anniversary of the preceding year’s annual meeting, a stockholder’s notice will be timely, but only with respect to nominees for any new positions created by that increase, if it is received by Syntroleum not later than 10 days after the public announcement is first made by Syntroleum. If directors are to be elected at a special meeting, the notice must be received by Syntroleum not earlier than 90 days before the meeting and not later than the later of (1) 70 days before the meeting and (2) 10 days after public announcement of the date of the meeting. Stockholders may not bring business before a special meeting of stockholders under the bylaws.
Under the bylaws, a stockholder’s notice to Syntroleum proposing to nominate an individual for election as a director must contain specified information, including the identity and address of the nominating stockholder, the class and number of shares of stock that are owned by the stockholder, and all information regarding the proposed nominee that would be required to be included in a proxy statement soliciting proxies for the proposed nominee. Under the bylaws, a stockholder’s notice relating to the conduct of business other than the nomination of directors must contain specified information about the proposed business and about the proposing stockholders, including a brief description of the business the stockholder proposes to bring before the meeting, the reasons for conducting the business at the meeting, the name and address of the stockholder, the class and number of shares of stock beneficially owned by the stockholder, and any material interest of the stockholder in the business so proposed. If the chairman of the board or other officer presiding at a meeting determines that a person was not nominated, or other business was not brought before the meeting, in accordance with the bylaws, that person will not be eligible for election as a director, or that business will not be conducted at the meeting, as the case may be.
Classification of Directors
Syntroleum’s charter provides that directors will be divided into three classes serving staggered three-year terms so that approximately one-third of the board of directors is elected each year. They also provide that, subject to the rights of the holders of any series of preferred stock or any other series or class of stock as set forth in the charter to elect additional directors under specified circumstances, the number of directors is fixed in accordance with the bylaws. Syntroleum’s bylaws provide that the
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number of directors is to be fixed from time to time pursuant to a resolution adopted by a majority of the whole board of directors but will not consist of more than 11 nor less than three directors. As of June 17, 1999, the board of directors consisted of eight persons.
The classification of directors makes it more difficult for stockholders to change the composition of the board of directors. At least two annual meetings of stockholders, instead of one, will be required to effect a change in a majority of the board of directors.
Removal of Directors; Filling Vacancies on the Board of Directors
Syntroleum’s charter provides that a director may be removed only for cause and only by the affirmative vote of the holders of at least 80% of the voting power of the then outstanding voting stock, voting together as a single class.
Under Syntroleum’s bylaws, newly created directorships resulting from any increase in the number of directors or any vacancies on the board of directors may be filled by the affirmative vote of a majority of the directors then in office, subject to the rights, if any, of holders of Syntroleum’s preferred stock. In addition, the Syntroleum bylaws provide that the directors elected to fill vacancies on the board of directors will hold office until the annual meeting of stockholders at which the term of office of the class to which they have been elected expires.
Item 7. Financial Statements and Exhibits
(a) Exhibits
| *2.1 | Agreement and Plan of Merger dated as of May 7, 1999 by and between Syntroleum-Kansas and Syntroleum-Delaware (incorporated by reference to Appendix A to the Proxy Statement of Syntroleum-Kansas filed with the Securities and Exchange Commission on May 12, 1999). | |
| *4.1 | Certificate of Incorporation of Syntroleum-Delaware (incorporated by reference to Annex B to the Proxy Statement of Syntroleum-Kansas filed with the Securities and Exchange Commission on May 12, 1999). | |
| **4.2 | Certificates of Merger filed on June 17, 1999. | |
| *4.3 | Bylaws of Syntroleum-Delaware (incorporated by reference to Appendix C to the Proxy Statement of Syntroleum-Kansas filed with the Securities and Exchange Commission on May 12, 1999). | |
| **4.4 | Amended and Restated Rights Agreement dated as of January 31, 1997 and Amended and Restated as of June 17, 1999. | |
| **4.5 | Certificate of Designations of Series A Junior Participating Preferred Stock of Syntroleum, dated June 16, 1999. | |
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| 4.6 | First Amendment to the Amended and Restated Rights Agreement dated as of October 31, 2003. | |
| **99.1 | Press Release dated June 17, 1999. | |
| * | Incorporated by reference as indicated. |
| ** | Previously filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SYNTROLEUM CORPORATION | ||
| By: | /s/ Kenneth L. Agee | |
Name: Title: | Kenneth L. Agee Chief Executive Officer | |
Date: October 31, 2003
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