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
MARINE PRODUCTS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 58-2572419
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2170 Piedmont Road, NE, Atlanta, Georgia 30324
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act (Zip Code)
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, Par Value $0.10 per share New York Stock Exchange
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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), 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. |_|
Securities Act registration statement file number to which this form relates:
N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: N/A
N/A
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
INTRODUCTION
The following summary description of Marine Products' common stock is
qualified by reference to the provisions of its certificate of incorporation and
bylaws.
The authorized capital stock of Marine Products consists of 74 million
shares of Marine Products common stock, par value $.10 per share, and 1 million
shares of preferred stock, par value $.10 per share. Marine Products has
approximately 39,050,878 million shares of its common stock outstanding, and
approximately 6,000 holders of record. Approximately 4,502,724 shares of common
stock are reserved for issuance under the Company's stock incentive plans. No
shares of preferred stock are outstanding.
COMMON STOCK
Subject to the rights of stockholders of Marine Products preferred stock,
the stockholders of Marine Products common stock:
o are entitled to dividends if they are declared by our board of
directors out of funds legally available therefor;
o are entitled to one vote per share on all matters brought before them
(voting is noncumulative in the election of directors);
o have no preemptive or conversion rights;
o are not subject to, or entitled to the benefits of, any redemption or
sinking fund provision; and
o are entitled upon liquidation to receive the remainder of our assets
after the payment of corporate debts and the satisfaction of the
liquidation preference of our preferred stock.
PREFERRED STOCK
Marine Products' board of directors is empowered, without approval of the
stockholders, to cause shares of preferred stock to be issued in one or more
series, with the number of shares of each series and the rights, preferences and
limitations of each series to be determined by it at the time of issuance. Among
the specific matters that our board of directors may determine are the rate of
dividends, redemption and conversion prices and terms and amounts payable in the
event of liquidation and special voting rights. Such rights of the board of
directors' to issue preferred stock may be viewed as having an anti-takeover
effect.
BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS
As a public Delaware corporation, Marine Products is subject to Section 203
of the Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15 percent or
more of a corporation's outstanding voting stock) from engaging in a "business
combination" with a Delaware corporation for three years following the time such
person became an interested stockholder unless:
o before such person became an interested stockholder, the board of
directors of the corporation approved the transaction in which the
interested stockholder became an interested stockholder or approved
the business combination;
o upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owns at
least 85 percent of the voting stock of the corporation outstanding at
the time the transaction commenced (excluding stock held by directors
who are also officers of the corporation and by employee stock plans
that do not provide employees with the rights to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer); or
o following the transaction in which such person became an interested
stockholder, the business combination is approved by the board of
directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the
interested stockholder.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OF MARINE
PRODUCTS
General
A number of provisions of the certificate of incorporation and bylaws deal
with matters of corporate governance and the rights of stockholders. Certain of
these provisions may be deemed to have an anti-takeover effect and may
discourage takeover attempts not first approved by the board of directors,
including takeovers which certain stockholders may deem to be in their best
interest. These provisions also could delay or frustrate the removal of
incumbent directors or the assumption of control by stockholders, even if such
removal or assumption would be beneficial to stockholders of Marine Products.
These provisions also could discourage or make more difficult a merger, tender
offer or proxy contest, even if they could be favorable to the interests of
stockholders, and could potentially depress the market price of the common
stock. The board of directors believes that these provisions are appropriate to
protect the interests of Marine Products and all of its stockholders.
Meetings of Stockholders
The certificate of incorporation and bylaws provide that a special meeting
of stockholders may be called only by the chairman of the board of directors,
the president or a majority of the whole board, unless otherwise required by
law. The bylaws provide that only those matters set forth in the notice of the
special meeting may be considered or acted upon at that special meeting, unless
otherwise provided by law. In addition, the bylaws set forth certain advance
notice and informational requirements and time limitations on any director
nomination or any new business which a stockholder wishes to propose for
consideration at an annual meeting or special meeting of stockholders.
Indemnification and Limitation of Liability
The bylaws provide that directors and officers shall be, and at the
discretion of the board of directors, others serving at the request of Marine
Products may be, indemnified by Marine Products to the fullest extent authorized
by Delaware law, as it now exists or may in the future be amended, against all
expenses and liabilities reasonably incurred in connection with service for or
on behalf of Marine Products and further requires the advancing of expenses
incurred in defending claims. The bylaws also provide that the right of
directors and officers to indemnification shall not be exclusive of any other
right now possessed or hereafter acquired under any bylaw, agreement, vote of
stockholders or otherwise. The certificate contains a provision permitted by
Delaware law that generally eliminates the personal liability of directors for
monetary damages for breaches of their fiduciary duty. This provision does not
alter a director's liability under the federal securities laws. In addition,
this provision does not affect the availability of equitable remedies, such as
an injunction or rescission, for breach of fiduciary duty.
Amendment of the Certificate
The certificate of incorporation provides that an amendment relating to the
limitation of liability of directors, amending the certificate of incorporation,
changing persons eligible to call special meetings, changing provisions
regarding effecting action by stockholders by written consent, removing the
staggered and classified board or amending the bylaws must first be approved by
a majority of the members of the board of directors and thereafter approved by
the affirmative vote of 66.7 percent of the outstanding shares of capital stock,
voting together as single class.
Amendment of Bylaws
The certificate of incorporation provides that Marine Products' bylaws may
be adopted, amended or repealed by the board of directors and any bylaws adopted
by the directors may be altered, amended or repealed by the directors or by the
stockholders. Such action by the board of directors requires the affirmative
vote of a majority of the whole board of the directors. Such action by the
stockholders requires the affirmative vote of 66.7 percent of the total
outstanding shares of capital stock, voting together as a single class.
Transfer Agent
SunTrust Bank is the transfer agent for Marine Products common stock.
Listing
In November 2000, Marine Products Corporation filed for listing of its
common stock on the American Stock Exchange under the ticker symbol MPX. They
were listed on that Exchange and have remained so listed. The Company has
applied for listing of its common stock on the New York Stock Exchange. It has
filed an application to delist its common stock from the American Stock
Exchange.
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
Exhibit
Number Description
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3.1 Marine Products Corporation Articles of Incorporation (incorporated
herein by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form 10 filed on December 8, 2000).
3.2 By-laws of Marine Products Corporation (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form
10-Q filed on May 5, 2004).
3.3 Certificate of Amendment of Certificate of Incorporation (incorporated
herein by reference to Exhibit 99.1 to the Registrant's Periodic
Report on Form 8-K filed on June 9, 2005).
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.
Date: June 22, 2005
MARINE PRODUCTS CORPORATION
By: /s/ Ben M. Palmer
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Print Name: Ben M. Palmer
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Title: Chief Financial Officer
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