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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Roadway Services, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 34-1365496
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(State of incorporation or organization) (IRS Employer
Identification No.)
1077 Gorge Boulevard, P.O. Box 88, Akron, Ohio 44309
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(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
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Common Stock, without par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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The capital stock of Roadway Services, Inc. (the "Company") to be
registered on the New York Stock Exchange, Inc. (the "Exchange"), is the
Company's Common Stock, without par value (the "Common Stock"). Holders of
Common Stock are entitled to one vote per share on all matters submitted to a
vote of shareholders. Pursuant to the Company's Amended Articles of
Incorporation (the "Articles"), holders of Common Stock do not have the right to
cumulative voting. Dividends that may be declared on the Common Stock are paid
in an equal amount per share to the holders of Common Stock. The holders of
Common Stock have no preemptive or conversion rights, and the Common Stock is
not subject to call or assessment. In the event of liquidation, dissolution or
winding up, the holders of the Common Stock are entitled to receive on a pro
rata basis any assets remaining after provision for payment of creditors and
the liquidation preference of any Serial Preferred Stock which may be issued.
The Common Stock is subject to the terms of the authorized Serial
Preferred Stock. The Company's Board of Directors may issue the Serial
Preferred Stock in one or more series and adopt amendments to the Company's
Articles of Incorporation to fix any of the following: (1) series division and
authorized shares of each series; (2) dividend or distribution rates; (3)
payment dates for dividends or distributions and dates from which they are
cumulative; (4) liquidation price; (5) redemption rights and price; (6) sinking
fund requirements; (7) conversion rights; and (8) restrictions on the issuance
of shares of any class or series. Holders of Serial Preferred Stock are
entitled to one vote per share on all matters submitted to a vote of
shareholders and will vote together with the holders of Common Stock as one
class on all matters except as required by law.
Certain provisions of the Articles and the Company's Code of
Regulations may make the Company a less attractive target for acquisition by an
outsider who does not have the support of the Company's directors. Article XI
of the Articles requires an affirmative vote of at least 66 2/3% of the voting
power of the Company to approve certain mergers, consolidations, and other
extraordinary transactions, unless approved by the Board of Directors by a vote
of 87.5% of all directors at a meeting or by unanimous written consent of the
directors, in which case the affirmative vote of not less than a majority of
the voting power is required. The Articles provide that such Article XI may be
amended only by the affirmative vote of 66 2/3% of the voting power of the
Company.
In addition to the foregoing provisions of the Company's Articles, the
Company's Code of Regulations provides that a Special Meeting of shareholders
may be called only by the Chairman of the Board of Directors, the Board acting
at a meeting, a majority of the directors acting without a meeting, or persons
holding at least 50% of the voting power of the outstanding shares. The Code
of Regulations also permits shareholders to make director nominations or bring
business before a meeting of shareholders only if certain advance notice
requirements pertaining thereto are satisfied. Certain provisions of the Code
of Regulations (including those relating to the calling of special meetings,
the indemnification of directors, officers, employees or agents of the Company,
and the advance notice requirements regarding shareholders' nominations of
directors at or bringing of business before shareholder meetings) may be
amended only by the vote of at least 66 2/3% of the voting power of the
Company. For a complete statement of the provisions of the Company's Articles
and Code of Regulations which may be considered to have an effect on change of
control of the Company, see the Company's Articles and Code of Regulations,
incorporated herein by reference to Exhibits 3.1 and 3.2.
Item 2. Exhibits.
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3.1 Restated Amended Articles of Incorporation of the Company
(filed as Exhibit 4(a) to Post-Effective Amendment No. 1 to
Registration Statement No. 33-44502 and incorporated herein
by reference).
3.2 Restated Amended Code of Regulations of the Registrant
effective May 10, 1989 (filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, and incorporated herein by reference).
All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ROADWAY SERVICES, INC.
By: /s/ D.A. Wilson
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Senior Vice President - Finance and
Planning, Secretary and Chief Financial
Officer
Date: November 16, 1995