UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Holly Corporation
| Delaware | 75-1056913 | |
|
|
||
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 100 Crescent Court, Suite 1600, Dallas, Texas | 75201-6927 | |
|
|
||
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
to be so registered
Name of each exchange on which
each class is to be registered
New York Stock Exchange
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. x
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. o
Securities Act registration statement file number to which this form relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
References to “we” or “our” or correlative terms in this registration statement refer to Holly Corporation, the registrant.
The following is a summary of the rights of our common stock. This summary is not complete. For more detailed information, please see our certificate of incorporation and bylaws which have been filed as exhibits to this registration statement.
Dividend Rights . Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at the times and in the amounts as our board of directors may from time to time determine.
Voting Rights . Each common stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for in our certificate of incorporation, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election.
No Preemptive or Similar Rights . No holder of our common stock is entitled to preemptive rights to subscribe for any shares of capital stock and our common stock is not subject to conversion or redemption.
Right to Receive Liquidation Distributions . Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, after payment of liquidation preferences, if any, on any outstanding preferred stock and payment of other claims of creditors. Each outstanding share of common stock is fully paid and nonassessable.
Delaware Takeover Statute . We are subject to Section 203 of the Delaware General Corporation Law. This statute regulating corporate takeovers prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for three years following the date that the stockholder became an interested stockholder, unless:
| • | prior to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; | |||
| • | the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or | |||
| • | on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. | |||
Section 203 defines a business combination to include:
| • | any merger or consolidation involving our company and the interested stockholder; | |||
| • | any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of our company; | |||
| • | subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of our company to the interested stockholder; or | |||
| • | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through our company. | |||
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of our company and any entity or person affiliated with or controlling or controlled by the entity or person.
Item 2. Exhibits.
| 99.1. | The registrant’s Restated Certificate of Incorporation, dated December 9, 1988.* | |||
| 99.2. | The registrant’s By-Laws, as amended and restated on March 9, 2001, and as further amended on September 30, 2003 (incorporated by reference to Exhibits 3.2.1 and 3.2.2 of the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003, File No. 1-3876). | |||
| 99.3. | The registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.† | |||
| 99.4. | The registrant’s Proxy Statement dated April 8, 2004.† | |||
| 99.5. | The registrant’s 2003 Annual Report to Stockholders.† | |||
| 99.6. | Specimen of stock certificate representing common stock.* | |||
| * | filed herewith. | |
| † | to be filed with the New York Stock Exchange. |
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 of the undersigned, thereto duly authorized.
|
(Registrant)
|
Holly Corporation
|
|
|
Date
|
April 9, 2004
|
|
|
By
|
/s/ STEPHEN J. MCDONNELL | |
|
|
Stephen J. McDonnell Chief Financial Officer |
EXHIBIT 99.1
STATE OF DELAWARE
(PHOTO)
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION OF HOLLY CORPORATION FILED IN THIS OFFICE ON THE NINTH DAY OF DECEMBER, A.D. 1988, AT 12:01 O'CLOCK P.M.
: : : : : : : : : :
(SEAL) /s/ MICHAEL HARKINS
----------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 11970571
DATE: 12/12/1988
|
RESTATED CERTIFICATE OF INCORPORATION
OF
Holly Corporation
Holly Corporation, a Corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the Corporation is Holly Corporation, and the name under which the Corporation was originally incorporated is GENERAL APPLIANCE CORPORATION.
The date of filing its original Certificate of Incorporation with the Secretary of State was January 25, 1947.
2. The text of the Certificate of Incorporation as amended, supplemented and restated heretofore is hereby restated to read as herein set forth in full:
ARTICLE FIRST: The name of the Corporation shall be Holly Corporation.
ARTICLE SECOND: The address of the registered office of the Corporation in the State of Delaware is a 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at that address is The Corporation Trust Company.
ARTICLE THIRD: The principal business of the Corporation is the refining and marketing of petroleum and petroleum derivatives, the transportation and sale of petroleum and petroleum products and the exploration for, development, production and sale of petroleum, condensate, gas and other sources of energy. The Corporation may engage in any lawful activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE FOURTH: The total number os shares of stock which the
Corporation shall have authority to issue is Twenty-One Million (21,000,000)
shares, of which One Million (1,000,000) shares of the par value of One Dollar
(1.00) each, amounting in the aggregate to One Million Dollars ($1,000,000),
shall be Preferred Stock, and of which Twenty Million (20,000,000) shares of
the par value of One Cent ($.01) each, amounting in the aggregate to Two
Hundred Thousand Dollars ($200,000), shall be Common Stock.
The designations and the powers, preferences and rights, and the qualifications, limitations and/or restrictions thereof shall be determined as follows:
PREFERRED STOCK, $1.00 par value
Shares of Preferred Stock may be issued from time to time in one or more series, each such series to have such distinctive designation or title as may be fixed by the Board of Directors prior to the issuance of any shares thereof. Each share of any series of Preferred Stock shall be identical with all other shares of such series, except as to the date from which cumulative preferred dividends, if any, shall be cumulative. For each such series, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of any shares thereof, the rights, preferences, limitations and restrictions of shares of such series, including, without limitation, rights, or limitations with respect to voting powers if any, redemption rights if any, conversion rights if any, dividend rights and any preferences on liquidation.
COMMON STOCK, $.01 par value
Subject to any preferences, qualifications, limitations, voting rights and restrictions with respect to each class of the capital stock of the Corporation having any preferences or priority over the Common Stock, the holders of the Common Stock shall have and possess all rights appertaining to capital stock of the Corporation.
No holder of stock of any class of the Corporation shall be entitled as of right to subscribe for, purchase or receive any part of any new or additional shares of stock of any class, whether now or hereafter authorized, or of bonds, debentures or other evidences of indebtedness convertible into or exchangeable for stock, but all such new or additional shares of stock of any class, or bonds, debentures or other evidences of indebtedness convertible into or exchangeable for stock, may be issued and disposed of by the Board of Directors on such terms for such consideration, so far as may be permitted by law, and to such person or persons as the Board of Directors in its absolute discretion may deem advisable.
ARTICLE FIFTH: The number of directors of the Corporation shall be fixed time to time by or in the manner provided for in the By-Laws but shall never be less than three. In case of any increase in the number of directors, the additional directors may be elected by the directors then in office or by the stockholders at any annual or special meeting.
ARTICLE SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend, and repeal the By-Laws of the Corporation.
The By-Laws may confer powers on the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred by statute.
ARTICLE SEVENTH: No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of such director's duty as a director, except that a director shall remain liable to the extent provided by law (i) for
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment or derived an
improper personal benefit. No amendment or deletion of this Article shall impair
the immunity of any person under this Article for any act or omission occurring
prior to the effectiveness of such amendment or deletion.
ARTICLE EIGHT: A director of this Corporation shall not in the absence of fraud be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser, or otherwise, nor in the absence of fraud, shall any transaction or contract of this Corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member or an employee or any corporation of which any director is an officer, director, stockholder, or employee is in any way interested in such transaction or contract, even though the vote of the director or directors having such adverse interest shall have been necessary to obligate the Corporation upon such contract or transaction, and, in the absence of fraud, no director or directors having such adverse interest shall be liable to the Corporation or to any stockholder or creditor thereof or to any other person for any loss incurred by it under or by reason of any such contract or transaction; nor, in the absence of fraud, shall any such director or directors be accountable for any gains or profits realized thereon.
ARTICLE NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholder of this Corporation, as the case may be, to be summoned in such a matter as the said Court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.
3. This Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in accordance with Section 245 of the General Corporation Law of the State of Delaware. This Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the Corporation's certificate of incorporation as theretofore amended or supplemented, and there is no discrepancy between those provisions and the provisions of the Restated Certificate.
IN WITNESS WHEREOF, said Holly Corporation has caused this Certificate to be signed by E. I. PARSONS, its Vice Chairman of the Board of Directors, and attested by HENRY L. STERN, its Secretary, this 9th of December, 1988.
Holly Corporation
By: /s/ E. I. PARSONS
----------------------------------
E. I. Parsons
Vice Chairman of the Board of
Directors
ATTEST:
By: /s/ HENRY L. STERN
----------------------------------
Henry L. Stern
Secretary
|
.
.
.
Exhibit 99.6
NUMBER HOLLY CORPORATION SHARES
[DX ] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE [ ]
COMMON STOCK
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 435758 30
THIS CERTIFIES that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, OF THE PAR VALUE $.01 EACH, OF
HOLLY CORPORATION
CERTIFICATE OF STOCK
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly
endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the
Restated Certificate of Incorporation of the Corporation and amendments thereto (copies of which are on file at the office of the
Transfer Agent), to all of which the holder of this Certificate assents by acceptance hereof. This Certificate is not valid unless
countersigned and registered by the Registrar and Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated
/s/ Lamar Norsworthy
CHAIRMAN OF THE BOARD AND HOLLY CORPORATION
CHIEF EXECUTIVE OFFICER CORPORATE SEAL
1947
/s/ W. John Glancy DELAWARE
SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
|
HOLLY CORPORATION
The Corporation will furnish without charge to each stockholder who so requests, a statement of the designations, powers, preferences and relative, participating, optional or other rights of each class of stock which the Corporation is authorized to issue and the qualifications, limitations or restrictions of such preferences or rights. Such request may be made to the Corporation or to the Transfer Agent.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- Custodian
TEN ENT -- as tenants by the entireties -------- --------
JT TEN -- as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act
-----------
(State)
|
Additional abbreviations may also be used though not in the above list.
For Value Received, __________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
X
---------------------------------------
NOTICE: (SIGNATURE)
THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRES-
POND WITH THE NAME(S) AS
WRITTEN UPON THE PAGE OF X
THE CERTIFICATE IN EVERY ---------------------------------------
PARTICULAR WITHOUT ALTER- (SIGNATURE)
ATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
|
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Ad-15.
SIGNATURE(S) GUARANTEED BY: