UNITED STATES
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
E-Z-EM, Inc.
|
| (Exact name of registrant as specified in its charter) |
Delaware
|
|
11-1999504
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| (State of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
1111 Marcus Avenue
Lake Success, New York
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|
11042
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| (Address of principal executive offices) |
|
(Zip Code) |
Securities to be registered pursuant
to Section 12(b) of the Act:
None
If this form relates to the
registration of a class of securities pursuant to Section 12(b) of the Exchange Act and
is effective pursuant to General Instruction A.(c), check the following box. o
If this form relates to the
registration of a class of securities pursuant to Section 12(g) of the Exchange Act and
is effective pursuant to General Instruction A.(d), check the following box. x
Securities Act registration
statement file number to which this form relates:
Not Applicable
Securities to be registered pursuant
to Section 12(g) of the Act:
Common Stock, par value
$.10 per share
(Title of class)
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INFORMATION REQUIRED
IN REGISTRATION STATEMENT
Item 1. Description
of Registrant’s Securities to be Registered.
A
description of the Company’s common stock, par value $.10 per share (“Common Stock”)
and the other securities issuable by the Company is set forth below:
| |
Authorized
Capital Stock. The total number of shares of authorized capital stock of the
Company is 17,000,000 shares, consisting of: |
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• |
16,000,000
shares of Common Stock; and |
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• |
1,000,000
shares of preferred stock, par value $.10 per share (“Preferred Stock”). |
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Outstanding
Capital Stock. As of the date hereof, there were 10,777,758 shares of Common Stock
issued and outstanding. As of the date hereof, there were no issued or outstanding shares of
Preferred Stock. |
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Voting
Rights. Each share of Common Stock entitles the holder thereof to one vote on each matter
submitted to a vote of the Company’s stockholders. In general, approval of matters
submitted to a stockholder vote requires the affirmative vote of a majority of the shares
of Common Stock present in person or represented by proxy and entitled to vote thereon.
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Preemptive
or Other Subscription Rights. Holders of shares of Common Stock do not have any
preemptive rights to subscribe for any additional issue or sale of the capital stock of
the Company or to acquire any security convertible into capital stock of the Company.
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Conversion,
Redemption, Sinking Fund and Other Rights. No conversion, redemption or sinking fund
provisions apply to the shares of Common Stock, and the shares of Common Stock will not
be liable to further call or assessment by the Company. All of the issued and outstanding
shares of Common Stock are fully paid and nonassessable.
|
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Restrictions
on Alienability. There are no restrictions on the alienability of the shares of Common
Stock.
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Dividend
Rights. Subject to preferences applicable to any outstanding shares of Preferred Stock,
holders of shares of Common Stock are entitled to receive ratably dividends,
when, as and if declared by the board of directors of the Company in accordance
with Delaware law. Dividends may be paid in cash, in property or in shares of
the Company’s capital stock.
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Liquidation
Rights. Upon dissolution of the Company, the holders of shares of Common Stock are
entitled to share ratably in all assets remaining after payment of the Company’s
liabilities and any liquidation preferences of any outstanding shares of Preferred Stock.
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The
Company’s board of directors may consist of up to 15 members, the exact
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2
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number
of which is to be fixed from time-to-time by the board. The directors are
divided into three classes serving staggered three-year terms. At each annual
meeting of stockholders, directors are elected to succeed the class of directors
whose terms have expired. |
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The
Preferred Stock. The board of directors has the power to: |
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• |
provide
for the issuance of shares of Preferred Stock; |
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• |
determine
the number of shares in any series of Preferred Stock issued; and |
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• |
fix
the designations, preferences, qualifications, limitations, restrictions, and special or
relative rights applicable to the Preferred Stock. |
Item 2. Exhibits
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3.1 |
The
Registrant’s restated Certificate of Incorporation, as amended. |
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3.2 |
The
Registrant’s Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on
January 21, 2005). |
| |
4 |
Form
of common stock certificate of the Registrant. |
3
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.
Date: April 8, 2005
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E-Z-EM, Inc. |
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By: |
/s/ Anthony A. Lombardo
————————————————
Anthony A. Lombardo
President and Chief Executive Officer |
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EXHIBIT INDEX
| 3.1 |
The
Registrant’s restated Certificate of Incorporation, as amended. |
| 3.2 |
The
Registrant’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the
Registrant’s Current Report on Form 8-K filed with the Commission on
January 21, 2005). |
| 4 |
Form
of common stock certificate of the Registrant. |