UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________________
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FORM
8-A/A
Amendment
No. 5
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
_____________________________
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CONTINENTAL
AIRLINES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
of incorporation or organization)
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1600
Smith Street, Dept. HQSEO Houston, Texas 77002
(Address
of principal executive offices)
(Zip
Code)
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74-2099724
(I.R.S.
EmployerIdentification No.)
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_____________________________
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Securities
to be registered pursuant to Section 12(b) of the Act:
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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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Class
B Common Stock, par value $.01 per share
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New
York Stock Exchange
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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:
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None
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(Title
of Class)
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INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Continental
Airlines, Inc., a Delaware corporation (“Continental”), is filing this amendment
number 5 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
eliminate all references to the Rights Agreement and the Rights (each as defined
below).
On
November 20, 2008, the Amended and Restated Rights Agreement, dated as of
November 15, 2000 (the “Rights Agreement”), between Continental and Mellon
Investor Services LLC (as successor to ChaseMellon Shareholder Services, LLC.),
and the related rights (the “Rights”) to purchase Series A Junior Participating
Preferred Stock, expired by their terms. As a result, each
outstanding share of Common Stock is no longer accompanied by a
Right.
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Item
1.
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Description
of Registrant’s Securities To Be
Registered.
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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 Amended and Restated 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 incorporated by reference to Exhibit
3.2 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 10 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 liquidation, and that
could (upon conversion or otherwise) enjoy all of the rights appurtenant to
Common Stock.
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 and
Bylaws.
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Item
2.
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Exhibits
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Reference
is made to the Exhibit Index that immediately precedes the exhibits filed with
this registration statement.
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.
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CONTINENTAL
AIRLINES, INC.
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Dated:
November 21, 2008
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By:
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/s/ Lori
A.
Gobillot
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Name:
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Lori
A. Gobillot
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Title:
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Staff
Vice President and Assistant General
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Counsel
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EXHIBIT
INDEX
Exhibit Description
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3.1
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Amended
and Restated Certificate of Incorporation of Continental, as amended
through June 6, 2006 - incorporated by reference to Exhibit 3.1 to
Continental's Annual Report on Form 10-K for the year ended December 31,
2006 (File no. 1-10323).*
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3.1(a)
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Certificate
of Designation of Series A Junior Participating Preferred Stock, included
as Exhibit A to Exhibit 3.1.*
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3.1(a)(i)
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Certificate
of Amendment of Certificate of Designation of Series A Junior
Participating Preferred Stock - incorporated by reference to Exhibit
3.1(b) to Continental's Annual Report on Form 10-K for the year ended
December 31, 2001 (File no. 1-10323).*
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3.1(a)(ii)
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Certificate
of Increase - Series A Junior Participating Preferred Stock - incorporated
by reference to Exhibit 3.1(a)(ii) to Continental's Quarterly Report on
Form 10-Q for the period ended June 30, 2008 (File no.
1-10323).*
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3.2
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Amended
and Restated Bylaws of Continental, effective as of November 20, 2008 -
incorporated by reference to Exhibit 3.2 to Continental's Current Report
on Form 8-K dated November 20, 2008 (File no.
1-10323).*
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4.1
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Specimen
Class B Common Stock Certificate of
Continental.**
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* Previously
filed.
** Filed
herewith.
FACE OF
CERTIFICATE
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INCORPORATED
UNDER THE
LAWS
OF THE STATE OF DELAWARE
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CLASS
B COMMON STOCK
PAR
VALUE $.01 PER SHARE
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NUMBER
CB
–XXX-
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SHARES
-SPECIMEN-
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THIS
CERTIFICATE IS TRANSFERABLE IN
JERSEY
CITY, NJ, NEW YORK, NY,
AND
PITTSBURGH, PA
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CUSIP
210795 30 8
SEE
REVERSE FOR CERTAIN DEFINITIONS
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Continental
Airlines, Inc.
This
certifies that
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-------------------------------SPECIMEN---------------------------------
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is
the owner of
FULLY
PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF
Continental
Airlines, Inc. (hereinafter and on the back hereof called the "Corporation")
transferable on the books of the Corporation by the holder hereof in person or
by its duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to the provisions of the laws of the State of Delaware and
to all of the provisions of the Restated Certificate of Incorporation and the
By-Laws of the Corporation, as amended from time to time (copies of which are on
file at the office of the Transfer Agent), to all of which the holder of this
certificate by acceptance hereof assents. This certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.
Witness
the facsimile seal of the Corporation and the facsimile signatures of the
Corporation's duly authorized officers.
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Dated:
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/s/
Larry Kellner
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COUNTERSIGNED
AND REGISTERED:
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CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
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MELLON
INVESTOR SERVICES LLC
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/s/
Jennifer Vogel
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TRANSFER
AGENT
AND
REGISTRAR
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SENIOR
VICE PRESIDENT, GENERAL COUNSEL,
SECRETARY
AND CHIEF COMPLIANCE OFFICER
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By:
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AUTHORIZED
SIGNATURE
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BACK OF
CERTIFICATE
Continental
Airlines, Inc.
The Corporation will furnish without
charge to each stockholder who so requests, a statement of the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
VOTING RESTRICTIONS:
The rights of persons who are not “Citizens of the United States” (as defined in
49 U.S.C. 40102(a)(15), as now in effect or as hereafter amended) to vote the
securities represented by this certificate are subject to certain restrictions
contained in the Amended and Restated Certificate of Incorporation and By-Laws
of the Corporation, copies of which are on file at the principal executive
offices of the Corporation.
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:
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TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT–
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Custodian
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TEN
ENT -
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as
tenants by the entireties
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(Cust)
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(Minor)
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JT
TEN -
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as
joint tenants with right of survivorship and not as tenants in
common
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under
Uniform Gifts to Minors
Act____________________
(State)
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`
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Additional
abbreviations may also be used though not in the above list.
FOR
VALUE RECEIVED,________________hereby sell, assign and transfer
unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
NUMBER OF ASSIGNEE
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PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF
ASSIGNEE
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Shares
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of
the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney
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to
transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
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Dated
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NOTICE: THE SIGNATURE(S)
TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
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(Signature)
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(Signature)
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THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN “ELIGIBLE GUARANTOR INSTITUTION”
AS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
SIGNATURE(S)
GUARANTEED BY:
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