View:
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KIRBY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 74-1884980
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1775 St. James Place, Suite 300
Houston, Texas 77056
(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, New York Stock Exchange, Inc.
$0.10 par value per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
CORPDAL:54953.1 13085-00001
1
Item 1. Description of Registrant's Securities to be Registered
Under the Restated Articles of Incorporation of Registrant, Kirby
Corporation (the "Company"), is authorized to issue 60,000,000 shares of Common
Stock, par value $0.10 per share, and 20,000,000 shares of Preferred Stock, par
value $1.00 per share.
Common Stock
All or any part of the Common Stock may be issued from time to time,
without further action by the stockholders and without offering such stock to
the stockholders, for such consideration and on such terms and to such person or
persons as may be determined by the Board of Directors of the Company.
The Company is not a party to any indenture or agreement restricting
payment of dividends on or affecting voting rights of the Common Stock.
Subject to restrictions provided in any future indentures or loan
agreements, and subject to the rights of holders of the Preferred Stock, the
holders of the Common Stock are entitled to dividends in such amounts as may be
declared from time to time by the Board of Directors out of any funds of the
Company legally available for such purpose.
The Common Stock has no preemptive, subscription, redemption or
conversion rights.
Each outstanding share of Common Stock is entitled to one vote on each
matter submitted to a vote of stockholders. Since there is no cumulative voting
with respect to the election of directors, the holders of a majority of the
Company's voting securities can elect all members of the Board of Directors, and
the holders of the remaining shares cannot elect any directors.
In the event of the liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, the holders of the Common Stock will
be entitled (after all debts of the Company have been paid and all rights of
holders of Preferred Stock satisfied) to share ratably in all assets of the
Company available for distribution to holders of Common Stock.
Preferred Stock
The Company has not issued any shares of Preferred Stock at the date
hereof and the Company has no present plans to issue any Preferred Stock. The
Preferred Stock may be issued from time to time in one or more classes or series
with such designations, powers, preferences, rights, qualifications, limitations
and restrictions as may be fixed by the Board of Directors of the Company. The
Board of Directors of the Company, without obtaining stockholder approval, could
issue the Preferred Stock with voting and/or conversion rights. Such an issuance
could dilute the voting power of the holders of Common Stock. The issuance of
any Preferred Stock by the Company could also be used as an antitakeover measure
by the Company without any further action by the stockholders.
CORPDAL:54953.1 13085-00001
2
091396
Item 2. Exhibits
The securities described herein are to be registered on the New York
Stock Exchange, Inc., on which no other securities of the Company are
registered. Accordingly, pursuant to Part II to the Instructions as to Exhibits
on Form 8-A, the following exhibits are not filed with, or incorporated by
reference in, copies of this Registration Statement on Form 8-A filed with the
Commission, but are filed as part of this Registration Statement on Form 8-A
filed with the New York Stock Exchange, Inc.:
1.1 Annual Report of the Company on Form 10-K for the year ended
December 31, 1995 (incorporated in Exhibit 6.1 hereto).
2.1 Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1996.
2.2 Quarterly Report of the Company on Form 10-Q for the quarter
ended June 30, 1996.
3.1 Proxy Statement of the Company, dated March 15, 1996, for the
Annual Meeting of Shareholders held April 16, 1996.
4.1 Articles of Incorporation of the Company, as amended.
4.2 Bylaws of the Company, as amended.
4.3 Company 1982 Stock Option Plan.
4.4 Company 1989 Employee Stock Option Plan.
4.5 Company 1989 Director Stock Option Plan.
4.6 Amendment No.1 to the Company 1989 Director Stock Option Plan.
4.7 Company 1993 Stock Option for Robert G. Stone, Jr.
4.8 Company 1994 Employee Stock Option Plan.
4.9 Company 1994 Nonemployee Director Stock Option Plan.
5.1 Specimen certificate evidencing Common Stock.
6.1 1995 Annual Report of the Company submitted to the
Shareholders of the Company.
CORPDAL:54953.1 13085-00001
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.
KIRBY CORPORATION
By: /s/ G. Stephen Holcomb
---------------------------------
G. Stephen Holcomb,
Vice President and Controller
Dated: September 23, 1996
CORPDAL:54953.1 13085-00001
4