- Securities Registration (section 12(b)) (8-A12B)
April 10 2009 - 10:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-A
For
Registration of Certain Classes of Securities Pursuant to Section 12(b) or
(g) of the Securities Exchange Act of 1934
CREDO PETROLEUM CORPORATION
(Exact name of registrant
as specified in its charter)
DELAWARE
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0-8877
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84-0772991
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(State or other
jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or
organization)
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File Number)
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Identification Number)
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1801
Broadway Street, Suite 900
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Denver,
Colorado
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80202
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(Address of principal
executive
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(Zip Code)
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offices)
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Title
of each class to be so registered
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Name of
each exchange on which each class is to
be registered
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Preferred Share Purchase Rights
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NASDAQ
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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), please 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: N/A
Securities to be registered pursuant to Section 12(g) of the
Act: None
Item 1
Description of
Securities to be Registered.
On April 9, 2009, the Board of Directors of CREDO
Petroleum Corporation, a Delaware corporation (the Company), entered into a
Rights Agreement dated April 9, 2009 with Computershare Trust Company,
N.A. as the Rights Agent (the Rights Agreement). The Rights Agreement sets forth the terms
under which the Company would issue preferred share purchase rights (the Rights). The Rights Agreement became effective
immediately following the effectiveness of the reincorporation merger of the
Company with Credo Petroleum Corporation, a Colorado corporation (Credo
Colorado). Prior to the merger, the
Company was a wholly-owned subsidiary of Credo Colorado. The Board concurrently declared a dividend
(the Dividend) of one Right for each outstanding share of common stock, par
value $.10 per share, payable on April 10, 2009 to holders of record on
that date.
The Board of Directors has authorized the adoption of
the Rights Agreement to protect shareholders from coercive or otherwise unfair
takeover tactics. In general terms, the
Rights will impose a significant penalty upon any person or group which
acquires beneficial ownership of 15% or more of the Companys outstanding
common stock without the prior approval of the Board of Directors. The Rights Agreement provides an exemption
for any person who is, as of April 10, 2009, the beneficial owner of 15%
or more of the Companys outstanding common stock, so long as such Person does
not, subject to certain exceptions, acquire additional common stock of the
Company. The Company, its subsidiaries,
its employee benefit plans, and any entity holding common stock for or pursuant
to the terms of any such plan will also be excepted. The Rights Agreement will not interfere with
any merger or other business combination approved by the Board of Directors.
Following is a summary of the terms of the Rights
Agreement. This description is qualified
in its entirety by reference to the full text of the Rights Agreement attached
as Exhibit 4.1 hereto.
THE RIGHTS. The Rights will
initially trade with, and will be inseparable from, the common stock. The Rights will be evidenced only by
certificates that represent shares of common stock, and not by separate
certificates. New Rights will accompany
any shares of common stock the Company issues after April 10, 2009 until
the earlier of the Distribution Date (described below) or the redemption or the
expiration of the Rights.
EXERCISE PRICE. Each Right will
allow its holder to purchase from the Company one one-thousandth of a share of
a Series A Junior Participating Preferred Stock (a Preferred Share) for
$30.00, once the Rights become exercisable.
Each one-thousandth of a Preferred Share will give the shareholder approximately
the same dividend and liquidation rights as would one share of common
stock. Prior to exercise, the Right does
not give its holder any dividend, voting, or liquidation rights.
EXERCISABILITY. The Rights will
not be exercisable until:
·
10 days after the public announcement
that a person or group has become an Acquiring
Person by obtaining beneficial ownership of 15% or more of the Companys
outstanding common stock, or, if earlier,
2
·
10 business days (or a later date
determined by the Board of Directors before any person or group becomes an
Acquiring Person) after a person or group begins a tender or exchange offer
which, if consummated, would result in that person or group becoming an
Acquiring Person.
We refer to the date when the Rights become
exercisable as the Distribution Date. Until that date, the common stock
certificates will also evidence the Rights, and any transfer of shares of
common stock will constitute a transfer of Rights. After that date, the Rights will separate
from the common stock and be evidenced by book-entry credits or by Rights
certificates that we will mail to all eligible holders of common stock. Any Rights held by an Acquiring Person are
void and may not be exercised.
CONSEQUENCES OF A PERSON OR GROUP BECOMING AN ACQUIRING PERSON.
·
FLIP IN.
If a person or group becomes an Acquiring Person, all holders of Rights
except the Acquiring Person may, for $30.00, purchase shares of our common
stock with a market value of $60.00, based on the market price of the common
stock prior to such acquisition.
·
FLIP OVER. If the Company is later acquired in a merger
or similar transaction after the Rights Distribution Date, all holders of
Rights except the Acquiring Person may, for $30.00, purchase shares of the acquiring corporation
with a market value of $60.00, based on the market price of the acquiring
corporations stock prior to such merger.
PREFERRED SHARE PROVISIONS.
Each one one-thousandth of a Preferred Share, if issued:
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will not be redeemable.
·
will entitle holders to quarterly dividend
payments of $.001 per each one one-thousandth of a Preferred Share, or an
amount equal to the dividend paid on one share of common stock, whichever is
greater.
·
will entitle holders upon liquidation
either to receive $1.00 per share or an amount equal to the payment made on one share of common
stock, whichever is greater.
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will have the same voting power as one
share of common stock.
·
if shares of our common stock are
exchanged via merger, consolidation, or a similar transaction, will entitle
holders to a per share payment equal to the payment made on one share of common
stock.
The value of one one-thousandth interest in a Preferred Share should
approximate the value of one share of common stock.
EXPIRATION. The Rights will
expire on April 10, 2019.
3
REDEMPTION. The Board of
Directors has the right to redeem the Rights for $.001 per Right at any time
before any person or group becomes an Acquiring Person. If the Board redeems any Rights, it must
redeem all of the Rights. Once the
Rights are redeemed, the only right of the holders of Rights will be to receive
the redemption price of $.001 per Right.
The redemption price will be adjusted if we have a stock split or stock
dividends of our common stock.
EXCHANGE. After a person or
group becomes an Acquiring Person, but before an Acquiring Person owns 50% or
more of our outstanding common stock, the Board shall have the right to
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
ANTI-DILUTION PROVISIONS. The
Board shall have the right to adjust the purchase price of the Preferred
Shares, the number of Preferred Shares issuable and the number of outstanding
Rights to prevent dilution that may occur from a stock dividend, a stock split
or a reclassification of the Preferred Shares or common stock. No adjustments to the exercise price of less
than 1% will be made.
AMENDMENTS. The Board of
Directors has the right to amend the terms of the Rights Agreement without the
consent of the holders of the Rights.
After a person or group becomes an Acquiring Person, the Board of
Directors will not have the right to amend the agreement in a way that
adversely affects holders of the Rights.
Item 2
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Exhibits
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4.1
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Rights Agreement, dated April 9, 2009 between
Credo Petroleum Corporation, a Delaware corporation and Computershare Trust
Company, N.A. (incorporated herein by reference to Exhibit 4.2 of the
Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on April 10, 2009).
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4
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: April 10,
2009.
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Credo Petroleum Corporation
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By:
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/s/ James T. Huffman
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James T. Huffman
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Chief Executive Officer
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5
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