SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONTINENTAL AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1600 Smith Street, Dept. HQSEO 74-2099724
(State of incorporation Houston, Texas 77002 (I.R.S. Employer
or organization) (Address of principal executive offices) Identification No.)
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:
Class B Common Stock, par value $.01 per share New York Stock Exchange
If this form relates to the registration 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 securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]
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:
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Continental Airlines, Inc., a Delaware corporation ("Continental"), is filing this amendment number 4 to its registration statement on Form 8-A relating to Continental's Class B Common Stock, $.01 par value per share (the "Common Stock"), to provide updated information regarding its capital stock following the adoption of an amendment to Continental's Amended and Restated Certificate of Incorporation, as further described below.
Item 1. Description of Registrant's Securities To Be Registered.
On January 22, 2001, Continental filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, a copy of which is filed as Exhibit 3.1 hereto. On June 6, 2006, Continental filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, a copy of which is filed as Exhibit 3.2 hereto.
Continental's Amended and Restated Certificate of Incorporation (as amended to date, the "Amended and Restated Certificate") authorizes the issuance of up to 400 million shares of Common Stock and 10 million shares of Preferred Stock, $.01 par value per share (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 any person who is not a "citizen of the United States" (as defined in 49 U.S.C. 40102(15)) 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 of Continental, as amended from time to time (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 3.5 hereto) provide procedures for registration in such stock record.
Subject to preferences that may be granted to holders of Preferred Stock, 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.
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 11 directors. Holders of Common Stock shall elect all directors of Continental (excluding 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 liquida tion, and that could (upon conversion or otherwise) enjoy all of the rights appurtenant to Common Stock. As of the date hereof, there was one share of Series B Preferred Stock outstanding with a liquidation preference of $100, the payment of which ranks prior to any payments on the Common Stock upon the liquidation of Continental. No dividends are payable with respect to the Series B Preferred Stock. A copy of the Corrected Certificate of Designations of Series B Preferred Stock is filed as Exhibit 3.4 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 Continental one one-thousandth of a share of Series A Junior Participating Preferred Stock of Continental, par value $.01 per share (the "Preferred Shares"), at a price of $200 per one one-thousandth of a Preferred Share, subject to adjustment.
The description of Continental's capital stock set forth above is not meant to be complete, and is qualified by reference to Continental's Amended and Restated Certificate, Bylaws and Certificate of Designations of Series B Preferred Stock. The Rights are more fully described in Continental's Registration Statement on Form 8-A, originally filed on November 20, 1998 and thereafter amended on February 28, 2000, January 22, 2001 and March 17, 2004, which is incorporated by reference herein.
Item 2. Exhibits.
Reference is made to the Exhibit Index that immediately precedes the exhibits filed with this registration statement.
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.
Dated: July 5, 2006
CONTINENTAL AIRLINES, INC.
By: /s/ Jennifer L. Vogel
Name: Jennifer L. Vogel
Title: Senior Vice President, General Counsel, Secretary and Corporate Compliance Officer
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 Continental's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-10323) (the "2000 10-K")).*
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Continental.**
Certificate of Designations of Series B Preferred Stock (incorporated by reference to Exhibit 3.1(b) to the 2000 10-K).*
Corrected Certificate of Designations of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to Continental's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File no. 1-10323) (the "2003 Q-1 10-Q")).*
Bylaws of Continental, as amended (incorporated by reference to Exhibit 3.2 to the 2003 Q-1 10-Q).*
Specimen Class B Common Stock Certificate of Continental (incorporated by reference to Exhibit 4.1 to Continental's Form S-1 Registration Statement (File No. 33-68870)).*
Specimen Series B Preferred Stock Certificate of Continental (incorporated by reference to Exhibit 3.1(c) to the 2000 10-K).*
* Previously filed.
** Filed herewith.
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF CONTINENTAL AIRLINES, INC.
Continental Airlines, Inc. (the "Company"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify that:
FIRST: At a meeting of the Board of Directors of the Company on February 22, 2006, resolutions were duly adopted setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") of the Company, declaring said amendment to be advisable and directing that the amendment proposed be considered at the next annual meeting of the stockholders. The resolution setting forth the proposed amendment is as follows:
NOW, THEREFORE, IT IS HEREBY RESOLVED, that the Board approves the amendment of the Certificate of Incorporation by deleting the first sentence of Article Four thereof in its entirety and substituting the following in its entirety therefor:
"FOUR: The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 410 million shares, par value $.01 per share, of which 10 million shall be Preferred Stock ("Preferred Stock") and 400 million shall be Class B Common Stock ("Class B Common Stock")"; and
SECOND: That thereafter, pursuant to resolution of the Board of Directors of the Company, the annual meeting of the stockholders of the Company was duly called and held upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Company has caused this certificate to be signed this 6th day of June, 2006.
CONTINENTAL AIRLINES, INC.
By: /s/ Jeffery A. Smisek
Name: Jeffery A. Smisek