Registration Statement No. 001-10323
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-A/A#3
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934
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CONTINENTAL AIRLINES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 74-2099724
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1600 Smith Street, Dept. HQSEO
Houston, Texas 77002
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the registration
registration of a class of of debt securities and is to become
debt securities and is effective effective simutaneously with the
upon filing pursuant to General effectiveness of a concurrent regitration
Instruction A(c)(1) please check statement under the Securities Act of
the following box. 1933 pursuant to General Instruction
A(c)(2) please check the following box
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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
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Class B Common Stock, par New York Stock Exchange, Inc.
value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
On January 22, 2001, Continental Airlines, Inc., a Delaware corporation
("Continental"), filed an Amended and Restated Certificate of Incorporation with
the Secretary of State of the State of Delaware (the "Amended and Restated
Certificate"), a copy of which is filed as Exhibit 1.1 hereto.
The Amended and Restated Certificate authorizes the issuance of up to
200 million shares of Class B Common Stock, $.01 par value (the "Common Stock"),
and 10 million shares of Preferred Stock, $.01 par value (the "Preferred
Stock").
The holders of Common Stock will be entitled to one vote per share on
all matters submitted to a vote of stockholders. Shares of Common Stock may not
be voted by or at the direction of persons who are not United States citizens
(as defined in 49 U.S.C. 1301(16)) unless such shares are registered on the
separate stock record maintained by Continental for the registration of
ownership of Voting Stock (as defined in the Bylaws, as amended from time to
time, of Continental (the "Bylaws")) by non-United States citizens. Shares may
not be registered in such stock record to the extent that the voting power of
all shares so registered would exceed the maximum percentage of voting power
that non-United States citizens may exercise under applicable United States law,
which maximum percentage is 25% as of the date hereof. The Bylaws of Continental
(a copy of which is filed as Exhibit 1.4 hereto) provide procedures for
registration in such stock record.
Subject to preferences that may be granted to holders of Preferred
Stock of Continental, holders of Common Stock will be entitled to receive such
dividends as may be declared by the Board of Directors of Continental out of
funds legally available therefor. In the event of a liquidation, dissolution or
winding up of Continental, holders of Common Stock will be entitled to share
ratably in all assets remaining after payment of liabilities and the liquidation
preference that may be granted to the holders of any Preferred Stock of
Continental.
Additional shares of Common Stock may be issued as approved by the
Board of Directors of Continental up to the number of shares authorized in the
Amended and Restated Certificate, as amended from time to time. Other than as
set forth below, holders of Common Stock have no conversion, preemptive or other
rights to subscribe for additional shares of other securities, and there are no
redemption provisions with respect to such shares.
The Amended and Restated Certificate provides that the number of
directors of Continental (excluding directors elected by holders of Preferred
Stock, if any) shall consist of such number of directors as may be determined
from time to time by the Board of Directors in accordance with the Bylaws. The
Board of Directors currently consists of 13 directors. Holders of Common Stock
shall elect all directors of Continental (excluding any directors, if any, who
may in the future be elected by holders of Preferred Stock).
The Bylaws require that stockholders seeking to make nominations for
directors or proposals for action at a stockholders meeting deliver notice
thereof to Continental during certain specified periods in advance of the
meeting and follow certain other specified procedures. The Amended and Restated
Certificate provides that Continental is not governed by Section 203 of the
General Corporation Law of the State of Delaware.
Under the Amended and Restated Certificate, the Board of Directors of
Continental has the authority by resolution to issue up to 10 million shares of
Preferred Stock, in one or more series, and to fix the number of shares
constituting any such series, the voting powers, designations, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof, including the dividend rights, dividend
rate, terms of redemption (including sinking fund provisions), redemption price
or prices, conversion rights and liquidation preferences of the shares
constituting any series, without any further vote or action by the stockholders
of Continental. The issuance of Preferred Stock by the Board of Directors could
adversely affect the rights of holders of Common Stock. For example, issuance of
Preferred Stock could result in a class of securities outstanding that would
have preferences over the Common Stock with respect to dividends and in
liquidation, and that could (upon conversion or otherwise) enjoy all of the
rights appurtenant to Common Stock. As of January 22, 2001, there was one share
of Series B Preferred Stock outstanding with a liquidation preference of $100,
which share ranks prior to the Common Stock with respect to the payment of
dividends and upon any liquidation of Continental. A copy of the Certificate of
Designations of Series B Preferred Stock is filed as Exhibit 1.2 hereto.
One preferred share purchase right (a "Right") is associated with each
outstanding share of Common Stock. Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), of the Company, at a price of $200 per one one-thousandth of a
Preferred Share, subject to adjustment. The description and terms of the Rights
are more fully described in the Company's Registration Statement on Form 8-A/A,
as amended on January 22, 2001, which is incorporated by reference herein.
Item 2. Exhibits
1.1 Amended and Restated Certificate of Incorporation, including
Exhibit A thereto with respect to the Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended December 31,
2000).*
1.2 Certificate of Designations of Series B Preferred Stock
(incorporated by reference to Exhibit 3.1(b) to the Company's Annual
Report on Form 10-K for the year ended December 31, 2000).*
1.3 Form of Series B Preferred Stock Certificate (incorporated by
reference to Exhibit 3.1(c) to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000).*
1.4 Bylaws (incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2000).*
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* Previously filed.
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.
CONTINENTAL AIRLINES, INC.
By: /s/ Jeffery A. Smisek
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Jeffery A. Smisek
Executive Vice President
Dated: February 6, 2001