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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DEKALB Genetics Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-3586793
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3100 Sycamore Road, DeKalb, Illinois 60115
(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
Class B Common Stock, New York Stock Exchange
no par value
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box.
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If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The authorized capital stock of DEKALB Genetics Corporation (the
`Registrant'') consists of 15,000,000 shares of Class A Common Stock, no par
value, 45,000,000 shares of Class B Common Stock, no par value, and 500,000
shares of Preferred Stock, par value $1.00 per share. As of April 30, 1997,
2,354,158 shares of Class A Common Stock and 14,803,138 shares of Class B Common
Stock were outstanding and no shares of Preferred Stock were outstanding.
The holders of Class A Common Stock and Class B Common Stock of the
Registrant have the same rights in all respects, including rights with respect
to dividends and other distributions, except that (i) the holders of Class B
Common Stock have no voting rights other than as required by the Delaware
General Corporation Law (the `Delaware Law''), (ii) the holders of Class A
Common Stock may exchange, at their election, any of their shares for an equal
number of shares of Class B Common Stock on a continuing basis and (iii) the
Board of Directors of the Registrant may distribute (A) voting stock of
subsidiaries of the Registrant to the holders of Class A Common Stock of the
Registrant and (B) non-voting stock of subsidiaries of the Registrant to the
holders of Class B Common Stock of the Registrant.
Holders of Class A Common Stock are entitled to one vote per share on
all matters voted upon by shareholders, including the election of directors.
The Restated Certificate of Incorporation of the Registrant does not provide for
cumulative voting for the election of directors. Accordingly, holders of more
than 50% of the Class A Common Stock can elect all of the directors of the
Registrant, in which case holders of the remaining shares of Class A Common
Stock could not elect any directors.
Subject to any preferential rights of any outstanding series of
Preferred Stock designated by the Board of Directors from time to time and,
subject to the dividending of voting and non-voting shares of subsidiaries of
the Registrant in the manner described above, the holders of Class A and Class B
Common Stock are equally entitled to such dividends as may be declared from time
to time by the Board of Directors of the Registrant from funds available
therefor, and upon liquidation will be entitled to receive pro rata all assets
of the Registrant available for distribution to such holders.
The Board of Directors of the Registrant is authorized to provide for
the issuance of shares of the Preferred Stock of the Registrant in one or more
series with such designations, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions as are
stated in a resolution adopted by the Board of Directors of the Registrant and
as are not stated in the Restated Certificate of Incorporation of the
Registrant.
No holder of any stock of the Registrant of any class has any pre-
emtive rights to subscribe to any securities of the Registrant of any kind or
class.
The following information filed by the Registrant with the Commission
is hereby incorporated by reference herein and made a part hereof: The
information contained under the caption `Purposes and Effects of Certain
Provisions of the Genetics Certificate and the Genetics By-Laws' in the
Registrant's Registration of Securities on Form 10 dated June 17, 1988, as
amended by Amendments thereto dated August 3, 1988, August 16, 1988, and August
18, 1988, (Commission File No. 0-17005).
ITEM 2. EXHIBITS.
The Class B Common Stock described herein is to be registered on the
New York Stock Exchange, on which no other securities of the Registrant are
registered. In accordance with Part II to the Instructions as to Exhibits on
Form 8-A, the following exhibits have been filed with the New York Stock
Exchange:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
August 31, 1996.
2. The Registrant's Quarterly Reports on Form 10-Q for the three month
period ended November 30, 1996, and for the six month period ended
February 28, 1997.
3. The Registrant's Definitive Proxy Statement and accompanying Notice
with respect to the Registrant's Annual Meeting of Stockholders held
on January 13, 1997.
4. The Registrant's Restated Certificate of Incorporation, as amended.
By-Laws of the Registrant, as amended.
5. Specimen of Registrant's Class B Common Stock Certificate.
6. The Registrant's 1996 Annual Report to Stockholders with respect to
its fiscal year ended August 31, 1996.
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.
DEKALB GENETICS CORPORATION
Date: May 23, 1997 By:
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Thomas R. Rauman
Title: Vice President, Finance and
Chief Financial Officer