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Registration of securities [Section 12(b)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 3)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

CF INDUSTRIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

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: Not applicable

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

None

(Title of class)

EXPLANATORY NOTE

CF Industries Holdings, Inc., a Delaware corporation (the Company), registered its common stock, par value $0.01 per share, together with preferred stock purchase rights (the Rights), on a registration statement on Form 8-A filed with the Securities and Exchange Commission (the SEC) on August 8, 2005 and amended by Amendment No. 1 thereto filed with the SEC on September 3, 2010 and Amendment No. 2 thereto filed with the SEC on March 17, 2015 (such registration statement, as so amended, the Registration Statement).The Rights expired on March 31, 2015. This amendment to the Registration Statement (the Amendment) amends and restates items 1 and 2 of the Registration Statement in their entirety and eliminates reference to the Rights from the facing page of the Registration Statement, as amended by the Amendment.

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

The authorized capital stock of the Company consists of 500,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share, of which 500,000 have been designated Series A Junior Participating Preferred Stock. As of July 31, 2015, there were 233,047,785 shares of the Companys common stock outstanding and no shares of the Companys preferred stock outstanding.

The following description briefly summarizes certain information regarding the capital stock of the Company. This information does not purport to be complete and is subject in all respects to and qualified in its entirety by reference to the applicable provisions of the General Corporation Law of the State of Delaware, or the DGCL, and the Companys certificate of incorporation and bylaws. The Companys certificate of incorporation and bylaws, copies of which are included as exhibits to this registration statement, are incorporated by reference herein.

Common Stock

The outstanding shares of the Companys common stock are fully paid and nonassessable. The...


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