UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________________
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
_____________________________
CONTINENTAL
AIRLINES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of incorporation or organization)
|
1600
Smith Street, Dept. HQSEO Houston, Texas 77002
(Address
of principal executive offices)
(Zip
Code)
|
74-2099724
(I.R.S.
EmployerIdentification No.)
|
_____________________________
Securities
to be registered pursuant to Section 12(b) of the Act:
|
Title
of each class
to
be so registered:
|
|
Name
of each exchange on which
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:
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.
|
Item
1.
|
Description
of Registrant’s Securities To Be
Registered.
|
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.
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.
|
|
CONTINENTAL
AIRLINES, INC.
|
|
Dated:
November 21, 2008
|
By:
|
/s/ Lori
A.
Gobillot
|
|
|
Name:
|
Lori
A. Gobillot
|
|
|
Title:
|
Staff
Vice President and Assistant General
|
|
|
|
Counsel
|
EXHIBIT
INDEX
Exhibit Description
|
3.1
|
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).*
|
|
3.1(a)
|
Certificate
of Designation of Series A Junior Participating Preferred Stock, included
as Exhibit A to Exhibit 3.1.*
|
|
3.1(a)(i)
|
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).*
|
|
3.1(a)(ii)
|
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).*
|
|
3.2
|
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).*
|
|
4.1
|
Specimen
Class B Common Stock Certificate of
Continental.**
|
----------------------
* Previously
filed.
** Filed
herewith.