SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Independence Holding Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 58-1407235
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
96 Cummings Point Road, Stamford, CT 06902
(Address of Principal Executive Offices) (Zip Code)
Title of each class Name of each exchange on which
to be registered class is to be registered
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Common stock, $1.00 par value New York Stock Exchange
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), please 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), please check the following box. |_|
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.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
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This registration statement relates to the common stock, $1.00 par
value, of Independence Holding Company (the "Company").
Voting and Meetings of Stockholders
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All shares of common stock have equal non-cumulative voting rights of
one vote per share. Special meetings of stockholders may be called by
the board of directors of the Company, the chairman of the board of
directors, the executive committee of the board of directors or the
president of the Company. A special meeting must be called upon receipt
by any of them or the secretary of the Company of a written request
signed by the holders of record of a majority of the shares of stock
that would be entitled to vote on the matter or matters specified in
the request if the meeting were held on the date the request is
received and the record date were the preceding day. Except as required
by law, the holders of record of a majority of the shares of stock
entitled to be voted at a meeting constitutes a quorum for the
transaction of business at a meeting. Directors are elected by
plurality vote. Each matter, other than election of directors, is
decided by a majority of votes cast.
Any action that may be taken at a meeting may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be required to take the
action at a meeting at which all shares entitled to vote on the matter
were present and voted.
Dividends and Distributions
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Subject to the provisions of any series of preferred stock that may at
the time be outstanding, the holders of shares of common stock are
entitled to receive such dividends as may be declared from time to time
by the board of directors. In the event of the liquidation of the
Company, or upon distribution of its assets, after the payment in full
of such preferential amounts to which any holders of preferred stock
may be entitled, the remaining assets of the Company available for
distribution to stockholders will be distributed ratably among the
holders of the outstanding shares of common stock, subject to any
participating or similar rights of holders of preferred stock. Holders
of the common stock have no conversion, preemptive, exchange,
preference or redemption rights.
Directors
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The number of directors constituting the board is determined by the
vote of a majority of the board. The board of directors is not
classified. Directors elected at an annual meeting serve until the next
annual meeting and until their successors are elected and qualified.
Vacancies and newly created directorships may be filled by a majority
of directors then in office. Directors need not be stockholders of the
Company. Any director may be removed, with or without cause, by the
vote or written consent of the holders of a majority of shares entitled
to vote in the election of directors. To the fullest extent permitted
by Delaware law, a director of the Company is not liable to the Company
or its stockholders for monetary damages for breach of fiduciary
duties. This does not include breach of a director's duty of loyalty,
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, liability under Section 174
of the Delaware General Corporation Law or a transaction in which a
director derived an improper personal benefit.
Preferred Stock
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The board of directors of the Company is authorized at any time to
provide for the issuance of shares of preferred stock to the extent of
the shares of preferred stock authorized in the Company's charter. The
preferred stock may be issued in one or more series and with such
voting powers, full or limited, or without voting powers, and with such
designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions,
as stated in the resolution or resolutions providing for the issue of
such preferred stock adopted by the board of directors.
Delaware Section 203
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The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the person
became an interested stockholder, unless the transaction in which the
interested stockholder became such was approved in advance by the board
of directors of the corporation or the business combination is approved
by stockholders in a specified manner. A "business combination"
includes mergers, assets sales and certain other transactions involving
the corporation resulting in a disproportionate benefit to the
interested stockholder. An "interested stockholder" is a person who,
together with its affiliates and associates, owns beneficially, or
owned beneficially within the prior three years, 15% or more of the
corporation's voting stock.
Item 2. Exhibits
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Not applicable.
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.
Independence Holding Company
By: /s/ David T. Kettig
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David T. Kettig
Vice President and Chief
Administrative Officer
Date: July 13, 2004