FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SAGA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-3042953
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
73 Kercheval, Grosse Pointe Farms, Michigan 48236
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of pursuant to Section 12(b)
of the Exchange Act and is effective pursuant to General Instruction A.(c),
check the following box: [ ]
If this Form relates to the registration of a class of pursuant to Section 12(g)
of the Exchange Act and is effective pursuant to General Instruction A.(d),
check the following box: [ ]
Securities Act registration statement file number to which this form relates (if
applicable): N/A
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
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Class A Common Stock,
par value $0.01 per share New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of the Company consists of a total of
40,000,000, comprised of 35,000,000 authorized shares of Class A Common Stock,
3,500,000 authorized shares of Class B Common Stock and 1,500,000 authorized
shares of Preferred Stock. Only the Class A Common Stock is being registered
pursuant to this Form 8-A Registration Statement.
Dividends. Holders of shares of Class A Common Stock are entitled to
receive such dividends as may be declared by the Company's Board of Directors
out of funds legally available for such purpose. No dividend may be declared or
paid in cash or property on any share of any class of Common Stock, however,
unless simultaneously the same dividend is declared or paid on each share of the
other class of Common Stock. In the case of any stock dividend, holders of Class
A Common Stock are entitled to receive the same percentage dividend (payable in
shares of Class A Common Stock) as the holders of Class B Common Stock receive
(payable in shares of Class B Common Stock).
Voting Rights. Holders of shares of Common Stock vote as a single class
on all matters submitted to a vote of the stockholders, with each share of Class
A Common Stock entitled to one vote and each share of Class B Common Stock
entitled to ten votes, except (i) in the election for directors, (ii) with
respect to any "going private" transaction between the Company and the Principal
Stockholder, and (iii) as otherwise provided by law.
In the election of directors, the holders of Class A Common Stock,
voting as a separate class, are entitled to elect two of the Company's
directors. The holders of the Common Stock, voting as a single class with each
share of Class A Common Stock entitled to one vote and each share of Class B
Common Stock entitled to ten votes, are entitled to elect the remaining
directors. Holders of Common Stock are not entitled to cumulative votes in the
election of directors.
The holders of the Common Stock vote as a single class with respect to
any proposed "going private" transaction with the Principal Stockholder, with
each share of each class of Common Stock entitled to one vote per share.
Under Delaware law, the affirmative vote of the holders of a majority
of the outstanding shares of any class of common stock is required to approve,
among other things, a change in the designations, preferences and limitations of
the shares of such class of common stock.
Liquidation Rights. Upon liquidation, dissolution, or winding-up of the
Company, the holders of Class A Common Stock are entitled to share ratably with
the holders of Class B Common Stock in all assets available for distribution
after payment in full of creditors.
Other Provisions. Each share of Class B Common Stock is convertible, at
the option of its holder, into one share of Class A Common Stock at any time.
One share of Class B Common Stock converts automatically into one share of Class
A Common Stock upon its sale or other transfer to a party unaffiliated with the
Principal Stockholder or, in the event of a transfer to an affiliated party,
upon the death of the transferor.
The holders of Common Stock are not entitled to preemptive or
subscription rights. In any merger, consolidation or business combination, the
consideration to be received per share by holders of Class A Common Stock must
be identical to that received by holders of Class B Common Stock, except that in
any such transaction in which shares of Common Stock are distributed, such
shares may differ as to voting rights to the extent that voting rights now
differ between the classes of Common Stock. No class of Common Stock may be
subdivided, consolidated, reclassified or otherwise changed unless concurrently
the other class of Common Stock is subdivided, consolidated, reclassified or
otherwise changed in the same proportion and in the same manner.
ITEM 2. EXHIBITS
Exhibit No. Description
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3(a) Second Restated Certificate of Incorporation
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.
SAGA COMMUNICATIONS, INC.
By: /S/ EDWARD K. CHRISTIAN
Edward K. Christian, President
Dated: January 5, 2004
EXHIBIT INDEX
Exhibit No. Description
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3(a) Second Restated Certificate of Incorporation