FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SAGA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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38-3042953 |
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(I.R.S. Employer |
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Identification No.) |
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| 73 Kercheval, Grosse Pointe Farms, Michigan
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48236 |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS
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NAME OF EACH EXCHANGE ON WHICH |
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TO BE SO REGISTERED
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EACH CLASS IS TO BE REGISTERED |
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Class A Common Stock,
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NYSE Alternext US LLC |
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par value $0.01 per share |
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If this Form relates to the registration of a class of pursuant to Section 12(b) of the Exchange
Act and is effective pursuant to General Instruction A.(c), check the following box: þ
If this Form relates to the registration of a class of pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction A.(d), check the following box: o
Securities Act registration statement file number to which this form relates (if applicable): N/A
Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED
The authorized capital stock of the Company consists of a total of 40,000,000, comprised of
35,000,000 authorized shares of Class A Common Stock, 3,500,000 authorized shares of Class B Common
Stock and 1,500,000 authorized shares of Preferred Stock. Only the Class A Common Stock is being
registered pursuant to this Form 8-A Registration Statement.
Dividends. Holders of shares of Class A Common Stock are entitled to receive such dividends
as may be declared by the Company’s Board of Directors out of funds legally available for such
purpose. No dividend may be declared or paid in cash or property on any share of any class of
Common Stock, however, unless simultaneously the same dividend is declared or paid on each share of
the other class of Common Stock. In the case of any stock dividend, holders of Class A Common Stock
are entitled to receive the same percentage dividend (payable in shares of Class A Common Stock) as
the holders of Class B Common Stock receive (payable in shares of Class B Common Stock).
Voting Rights. Holders of shares of Common Stock vote as a single class on all matters
submitted to a vote of the stockholders, with each share of Class A Common Stock entitled to one
vote and each share of Class B Common Stock entitled to ten votes, except (i) in the election for
directors, (ii) with respect to any “going private” transaction between the Company and the
Principal Stockholder, and (iii) as otherwise provided by law.
In the election of directors, the holders of Class A Common Stock, voting as a separate class,
are entitled to elect twenty-five percent (25%) of the Company’s directors (rounded up to the
nearest whole number). The holders of the Common Stock, voting as a single class with each share
of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten
votes, are entitled to elect the remaining directors. Holders of Common Stock are not entitled to
cumulative votes in the election of directors.
The holders of the Common Stock vote as a single class with respect to any proposed “going
private” transaction with the Principal Stockholder, with each share of each class of Common Stock
entitled to one vote per share.
Under Delaware law, the affirmative vote of the holders of a majority of the outstanding
shares of any class of common stock is required to approve, among other things, a change in the
designations, preferences and limitations of the shares of such class of common stock.
Liquidation Rights. Upon liquidation, dissolution, or winding-up of the Company, the holders
of Class A Common Stock are entitled to share ratably with the holders of Class B Common Stock in
all assets available for distribution after payment in full of creditors.
Other Provisions. Each share of Class B Common Stock is convertible, at the option of its
holder, into one share of Class A Common Stock at any time. One share of Class B Common Stock
converts automatically into one share of Class A Common Stock upon its sale or other transfer to a
party unaffiliated with the Principal Stockholder or, in the event of a transfer to an affiliated
party, upon the death of the transferor.
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The holders of Common Stock are not entitled to preemptive or subscription rights. In any
merger, consolidation or business combination, the consideration to be received per share by
holders of Class A Common Stock must be identical to that received by holders of Class B Common
Stock, except that in any such transaction in which shares of Common Stock are distributed, such
shares may differ as to voting rights to the extent that voting rights now differ between the
classes of Common Stock. No class of Common Stock may be subdivided, consolidated, reclassified or
otherwise changed unless concurrently the other class of Common Stock is subdivided, consolidated,
reclassified or otherwise changed in the same proportion and in the same manner.
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