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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
AMERICAN VANGUARD CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2588080
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
4695 MACARTHUR COURT, NEWPORT BEACH, CALIFORNIA 92660
(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, $.10 PAR VALUE AMERICAN STOCK EXCHANGE
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. |_|
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. |_|
Securities to be registered pursuant to Section 12(g) of the Act: NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Registrant's Certificate of Incorporation (the "Certificate") provides that
Registrant may issue up to 10,000,000 shares of common stock, par value $.10 per
share (the "Common Stock"), and 400,000 shares of preferred stock, par value
$.10 per share (the "Preferred Stock"). As of the date hereof, there are
2,564,429 shares of Common Stock issued (which includes 56,600 shares of Common
Stock held in Treasury). All outstanding shares of Common Stock are fully paid
and nonassessable. There are no shares of Preferred Stock issued and outstanding
on the date hereof.
Holders of Common Stock are entitled to one vote for each share held of record
on all matters to be submitted to a vote of the stockholders, and do not have
preemptive rights.
Subject to preferences that may apply to the Preferred Stock, if and when
issued, holders of Common Stock are entitled to receive ratable such dividends,
if any, as may be declared from time to time by Registrant's Board of Directors
out of funds legally available therefor.
Registrant distributed a $.06 cash dividend on March 31, 1997 to stockholders of
record as of the close of business on March 20, 1997. In addition, Registrant
distributed a $.06 cash dividend and a 10% stock dividend on March 15, 1996 to
stockholders of record as of the close of business on February 29, 1996. The
cash dividend was paid prior to giving effect to the stock dividend, and
stockholders entitled to fractional shares in respect of such stock dividend
received cash in lieu of fractional shares based on a value of $9.50 per share.
Prior to declaring the 1996 and 1997 dividends, Registrant had not declared any
dividends since 1989. The payment of any future dividends will be determined by
Registrant's Board of Directors in its discretion, based upon general business
conditions, Registrant's earnings, financial condition and capital needs, and
such other factors as the Board determines relevant.
In the event of any liquidation, dissolution or winding up of the affairs of
Registrant, holders of the Common Stock will be entitled to share ratable in the
assets of Registrant remaining after payment or provision for payment of all of
Registrant's debts and obligations, including any liquidation payments required
under the Preferred Stock, if and when issued.
The Common Stock presently trades on the NASDAQ National Market System under the
symbol "AMGD".
ITEM 2. EXHIBITS.
The following exhibits are incorporated by reference herein, as indicated below:
1. Certificate of Incorporation - January 2, 1969;
2. Certificate of Amendment of Certificate of Incorporation, amending
Article Four - February 26, 1969;
3. Certificate of Amendment of Certificate of Incorporation, name change
- May 9, 1969;
4. Certificate of Amendment of Certificate of Incorporation, amending
Article Four - December 10, 1971; and
5. Bylaws (as amended as of January 14, 1993).
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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.
AMERICAN VANGUARD CORPORATION
Dated: January 16, 1998 By: /s/ J. A. Barry
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J. A. Barry
Vice President,
Chief Financial Officer,
Treasurer and Director
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