UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

CHS Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

41-0251095

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

5500 Cenex Drive, Inver Grove Heights, Minnesota

 

55077

(Address of principal executive offices)

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3

 

The NASDAQ Stock Market LLC

 

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), please check the following box. o

 

Securities Act registration statement file number to which this form relates: 333-196918

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 


 

Item 1.   Description of Registrant’s Securities to be Registered.

 

A description of the Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 (the “Class B Series 3 Preferred Stock”), of CHS Inc., a Minnesota cooperative corporation (the “Registrant”), to be registered hereunder is contained under the caption “Description of Class B Preferred Stock” in the prospectus included in the Registrant’s Registration Statement on Form S-3 (File No. 333-196918), filed with the Securities and Exchange Commission (the “Commission”) on June 20, 2014 (the “Registration Statement”), and is supplemented by the description of the Class B Series 3 Preferred Stock contained under the caption “Description of Class B Series 3 Preferred Stock” in the final prospectus supplement, dated September 8, 2014, filed by the Registrant with the Commission on September 10, 2014 pursuant to Rule 424(b) under the Securities Act of 1933, as amended. Such description, as so supplemented, is incorporated herein by reference.

 

Item 2.   Exhibits.

 

Exhibit
No.

 

Description

 

 

 

3.1

 

Articles of Incorporation of CHS Inc., as amended. (Incorporated by reference to the Registrant’s Form 10-Q for the quarterly period ended November 30, 2006, filed January 11, 2007).

 

 

 

3.2

 

Bylaws of CHS Inc. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-156255), filed December 17, 2008).

 

 

 

3.2A

 

Amended Article III, Section 3(b) of Bylaws of CHS Inc. (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed May 5, 2010).

 

 

 

3.2B

 

Amendment to the Bylaws of CHS Inc. (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed December 7, 2010).

 

 

 

4.1

 

Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-2 (File No. 333-101916), filed January 14, 2003).

 

 

 

4.2

 

Form of Certificate Representing 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-2 (File No. 333-101916), filed January 23, 2003).

 

 

 

4.3

 

Unanimous Written Consent Resolution of the Board of Directors Amending the Amended and Restated Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-2 (File No. 333-101916), filed January 23, 2003).

 

 

 

4.4

 

Unanimous Written Consent Resolution of the Board of Directors Amending the Amended and Restated Resolution Creating a Series of Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock to change the record date for dividends. (Incorporated by reference to the Registrant’s Form 10-Q for the quarterly period ended May 31, 2003, filed July 2, 2003).

 

 

 

4.5

 

Resolution Amending the Terms of the 8% Cumulative Redeemable Preferred Stock to Provide for Call Protection. (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed July 19, 2013).

 

 

 

4.6

 

Resolution Creating Class B Cumulative Redeemable Preferred Stock. (Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-190019), filed September 13, 2013).

 

1


 

4.7

 

Unanimous Written Consent Resolution of the Board of Directors of CHS Inc. Relating to the Terms of the Class B Cumulative Redeemable Preferred Stock, Series 1. (Incorporated by reference to the Registrant’s Registration Statement on Form 8-A (File No. 001-36079), filed September 20, 2013).

 

 

 

4.8

 

Form of Certificate Representing Class B Cumulative Redeemable Preferred Stock, Series 1. (Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-190019), filed September 13, 2013).

 

 

 

4.9

 

Unanimous Written Consent Resolution of the Board of Directors Relating to the Terms of the Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2. (Incorporated by reference to the Registrant’s Registration Statement on Form 8-A (File No. 001-36079), filed March 5, 2014).

 

 

 

4.10

 

Form of Certificate Representing Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2. (Incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193891), filed February 26, 2014).

 

 

 

4.11

 

Unanimous Written Consent Resolution of the Board of Directors Relating to the Terms of the Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3.

 

 

 

4.12

 

Form of Certificate Representing Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3.

 

2


 

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.

 

 

CHS Inc.

 

(Registrant)

 

 

 

 

Date: September 10, 2014

By:

/s/ Timothy Skidmore

 

 

Timothy Skidmore

 

 

Executive Vice President and Chief Financial Officer

 

3

 

Exhibit 4.11

 

WRITTEN ACTION OF THE BOARD OF DIRECTORS

of

CHS INC.

 

WHEREAS, the Board of Directors of CHS Inc. (the “Company”) has created a series of capital stock designated “Class B Cumulative Redeemable Preferred Stock” (the “Class B Preferred Stock”), pursuant to a resolution adopted September 5, 2013 (the “Creation Resolution”), and has authorized the issuance of up to $1,000,000,000 of shares of the Class B Preferred Stock, Series 3 (the “Shares”), pursuant to a resolution adopted September 4, 2014 (the “Authorizing Resolution”);

 

WHEREAS, the Authorizing Resolution authorizes issuance of the Shares containing final pricing terms (including the initial dividend rate and period, the terms of any rate reset, the initial offering price per share, any no-call period, and the date from which dividends begin to accumulate) to be approved by a written action of this Board of Directors at the time of pricing of the Shares; and

 

WHEREAS, the pricing of the Shares has been concluded on acceptable terms and conditions.

 

RESOLVED , that this Board of Directors authorizes the issuance and sale of the Shares containing the following final pricing terms:

 

(1)          The affirmative vote of the holders of a majority of the outstanding Shares, voting as a series, is required to approve any amendment to our articles of incorporation that relates solely to the Shares or to the resolutions establishing the specific economic terms of the Shares if such amendment adversely affects the powers, rights or preferences of the holders of the Shares.

 

(2)          A dividend rate of six and three-quarters percent (6.75%) per annum (equivalent to $1.6875 per annum per Share), until September 30, 2024.

 

(3)          The issuance and sale of up to 21,850,000 Shares at an initial offering price of $25.00 per Share.

 

(4)          A rate reset provision providing for adjustment of the initial dividend rate ten years after original issuance to be calculated as set forth in the Prospectus Supplement (provided that the dividend rate shall not in any event be greater than 8% per annum).

 

(5)          The Shares shall be subject to a no call period of ten (10) years from their date of issuance, during which the Shares will not be subject to optional redemption by the Company.

 

(6)          Dividends shall be fully cumulative and shall accumulate without interest from and including September 15, 2014.

 

 

Exhibit 4.12

 

INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 12542R 70 4 THIS CERTIFIES THAT is the owner of FULLY PAID AND NONASSESSABLE CLASS B RESET RATE CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES 3, NO PAR VALUE, OF CHS Inc. transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by facsimile signatures of its duly authorized officers. Dated: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER PRESIDENT AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE B3- CHS Inc. AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS

 


CHS Inc. THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SHARES. 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 UTMA – ____________ Custodian ____________ (Cust) (Minor) TEN ENT – as tenants by entireties under Uniform Transfer to Minors JT TEN – as joint tenants with right of survivorship Act ________________________________ and not as tenants in common (State) Additional abbreviations may also be used though not in the above list. For value received _____ hereby sell, assign, and transfer unto PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE