SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
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
E-Z-EM, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-1999504
---------------------------------------- ----------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
717 Main Street
Westbury, New York 11590
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [X] please 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(b) of the Act:
TITLES OF EACH CLASS NAME OF EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
_______________________ _______________________________
Common Stock, par American Stock Exchange
value $.10 per share
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.
Pursuant to the Agreement and Plan of Merger and Recapitalization,
dated as of July 25, 2002, by and between E-Z-EM, Inc., a Delaware corporation
(the "Company"), and E-Z-EM Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of the Company, at the October 22, 2002 effective time
of the merger provided for therein (the "Recapitalization Merger"), each
issued and outstanding share of Class A Common Stock, par value $.10 per
share, of the Company (the "Class A Common Stock") and each issued and
outstanding share of Class B Common Stock, par value $.10 per share, of the
Company (the "Class B Common Stock") was converted into one share of a single,
newly created class of Common Stock, par value $.10 per share, of the Company
(the "Common Stock").
A description of the Common Stock and the other securities issuable
by the Company is set forth below:
Authorized Capital Stock. The total number of shares of authorized
capital stock of the Company is 17,000,000 shares, consisting of:
o 16,000,000 shares of Common Stock, par value $.10 per share;
and
o 1,000,000 shares of preferred stock, par value $.10 per
share.
Outstanding Capital Stock. As of the date hereof, the Company has
approximately 9,992,315 shares of Common Stock issued and outstanding. As of
the date hereof, the Company had no outstanding shares of preferred stock.
The Preferred Stock. The board of directors has the power to:
o provide for the issuance of shares of preferred stock,
o determine the number of shares in any series of preferred
stock issued, and
o fix the designations, preferences, qualifications,
limitations, restrictions, and special or relative rights
applicable to the preferred stock.
Voting Rights. Each share of Common Stock entitles the holder thereof
to one vote on each matter submitted to a vote of the Company's stockholders.
In general, approval of matters submitted to a stockholder vote requires the
affirmative vote of a majority of the shares of Common Stock present in person
or by proxy, except removal of a director which requires the affirmative vote
of the holders of at least 80% of the Common Stock entitled to vote in the
election of directors.
Preemptive or Other Subscription Rights. Holders of shares of Common
Stock do not have any preemptive rights to subscribe for any additional issue
or sale of the capital stock of the Company or to acquire any security
convertible into capital stock of the Company.
Conversion, Redemption, Sinking Fund and Other Rights. No conversion,
redemption or sinking fund provisions apply to the shares of Common Stock, and
the shares of Common Stock will not be liable to further call or assessment by
the Company. All of the issued and outstanding shares of Common Stock will be
fully paid and nonassessable.
Restrictions on Alienability. There are no restrictions on the
alienability of the shares of Common Stock.
Dividend Rights. Holders of shares of Common Stock are entitled to
receive dividends, when, as and if declared by the board of directors of the
Company in accordance with Delaware law.
Item 2. Exhibits.
1. Certificate of Merger of E-Z-EM Merger Sub Inc., with and into
E-Z-EM, Inc., dated as of October 21, 2002.
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, thereunto duly authorized.
E-Z-EM, INC.
Dated: October 22, 2002 By: /s/ Anthony A. Lombardo
-------------------------------
Name: Anthony A. Lombardo
Title: President and
Chief Executive Officer
EXHIBIT 1
---------
CERTIFICATE OF MERGER
OF
E-Z-EM MERGER SUB, INC.
WITH AND INTO
E-Z-EM, INC.
______________________
Pursuant to Section 251 of the General
Corporation Law of the State of Delaware
______________________
E-Z-EM, INC., a Delaware corporation, does hereby certify:
FIRST: The names and states of incorporation of the constituent
corporations to this merger ("Constituent Corporations") are as follows:
E-Z-EM, INC. - Delaware
E-Z-EM MERGER SUB, INC. - Delaware
SECOND: An Agreement and Plan of Merger and Recapitalization, dated
as of July 25, 2002 (the "Merger Agreement"), between E-Z-EM, Inc., a Delaware
corporation (the "Company"), and E-Z-EM Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of the Company ("Merger Sub"),
providing for the merger (the "Merger") of Merger Sub with and into the
Company, has been approved, adopted, certified, executed and acknowledged by
each of the Constituent Corporations in accordance with Section 251 of the
General Corporation Law of the State of Delaware.
THIRD: The name of the corporation surviving the merger is E-Z-EM, Inc.
FOURTH: As of the effective time of the Merger, the Restated
Certificate of Incorporation, as amended, of the Company as in effect
immediately prior to the effective time of the Merger shall be amended so that
Article 4 thereof shall read in its entirety as follows:
"4. AUTHORIZED CAPITAL. The total number of shares
of all classes of capital stock that the Company shall have authority
to issue shall be 17,000,000, consisting of 1,000,000 shares of
preferred stock, par value $.10 per share ("Preferred Stock"), and
16,000,000 shares of common stock, par value $.10 per share ("Common
Stock"). The Board of Directors shall have the power by resolution to
(i) provide for the issuance of shares of Preferred Stock in series,
(ii) determine the number of shares in any such series and (iii) fix
the designations, preferences, qualifications, limitations,
restrictions and special or relative rights applicable to the
Preferred Stock or any series thereof."
FIFTH: The executed Merger Agreement is on file at the principal
executive offices of the Company located at 717 Main Street, Westbury, NY
11590. A copy will be provided, upon request and without cost, to any
stockholder of either Constituent Corporation.
SIXTH: This Certificate of Merger, and the Merger contemplated
hereby, shall not become effective until 12:01 a.m., local time, on the day
immediately following the date on which this Certificate of Merger is filed in
the Office of the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate of Merger
to be executed in its corporate name this 21st day of October, 2002.
E-Z-EM, INC.
By: /s/ Anthony A. Lombardo
----------------------------------
Name: Anthony A. Lombardo
Title: President and
Chief Executive Officer