SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A12B/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
DST SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 43-1581814
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
333 WEST 11TH STREET, KANSAS CITY, MISSOURI 64105
(Address of principal executive offices) (Zip Code)
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. [ ] Not Applicable.
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. [ ] Not Applicable.
Securities Act registration statement file number to which this form
relates: Not Applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 1 amends the Registrant's registration statement on Form
8-A dated October 30, 1995 in connection with the Registrant's listing of the
Common Stock, par value $0.01 per share, on the New York Stock Exchange. This
Amendment No. 1 is being filed to reflect that the shares of Common Stock of the
Registrant have been delisted from the Chicago Stock Exchange effective at the
opening of business on February 12, 2003 and to update certain information in
the description of the Registrant's Common Stock.
Except as amended hereby, there are no other changes to this Registration
Statement.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital stock of DST Systems, Inc. (the "Company") includes
300,000,000 shares of Common Stock, $0.01 par value per share (the "Common
Stock"), of which 119,164,832 shares are outstanding as of the date of this
Registration Statement. Holders of Common Stock are entitled to one vote for
each share held on all matters submitted to a vote of stockholders, except that
stockholders may cumulate their votes in the election of directors. Under
cumulative voting, a minority stockholder holding a sufficient percentage of the
Common Stock may be able to ensure the election of one or more directors. Under
the provisions of the Company's Certificate of Incorporation (the
"Certificate"), the affirmative vote of 70 percent of the voting power of all
shares of the Company entitled to vote for the election of directors is required
to amend or repeal certain provisions of the Certificate.
Certain provisions of the Company's Certificate and Bylaws could be deemed
to have an anti-takeover effect. These provisions are intended to enhance the
likelihood of continuity and stability in the composition of the Board and in
the policies formulated by the Board, and to discourage an unsolicited takeover
of the Company if the Board determines that such takeover is not in the best
interests of the Company and its stockholders. However, these provisions could
have the effect of discouraging certain attempts to acquire the company or
remove incumbent management even if some or a majority of stockholders deemed
such an attempt to be in their best interests. Insofar as Janus Capital Group
Inc. ("JCG") holds a substantial percentage of the outstanding shares of stock
entitled to vote generally in the election of directors (the "Voting Stock") of
the Company, the Company is not at present expected to be vulnerable to a
takeover without the approval of JCG.
The Certificate provides for a classified Board of Directors (the "Board")
consisting of three classes, as nearly equal in number as the then authorized
number of directors constituting the Board permits. The initial terms of the
first class, the second class and the third class are set to expire at the
conclusion of the 1996 annual meeting, the 1997 annual meeting, and the 1998
annual meeting of stockholders, respectively. At each annual meeting of
stockholders beginning in 1996, successors to the directors whose terms expire
at that annual meeting shall be elected for a three-year term, with each
director to hold office until a successor has been duly elected and qualified.
As a result, approximately one-third of the Board will be elected each year.
Under the provisions of the Certificate, stockholders may remove a director
for cause only upon the affirmative vote of 70 percent of the Voting Stock. This
provision, combined with the provisions of the Certificate authorizing the Board
to fill vacant directorships, precludes a stockholder from removing incumbent
directors without cause and simultaneously gaining control of the Board by
filling the vacancies created by such removal with its own nominees. In
addition, under the provisions of the Certificate, the affirmative vote of 70
percent of the Voting Stock is required to amend the Company's Bylaws, to amend
certain provisions in the Company's Certificate and to enter into certain
business combinations with a stockholder that directly or indirectly owns 10
percent or more of the Company's Voting Stock. Finally, under the provisions of
the Certificate, any action by the stockholders of the Company may not be
effected by written consent in lieu of a duly called annual or special meeting.
The Bylaws establish an advance notice procedure for the nomination, other
than by or at the direction of the Board, of candidates for election as
directors as well as for other stockholder proposals to be considered at annual
meetings of stockholders. With respect to stockholder nominations of directors,
notice must be received by the Company not less than 60 days nor more than 90
days prior to the annual meeting. With respect to other matters to be properly
brought before the meeting, a stockholder must provide notice to be received by
the Company not less than 90 days nor more than 120 days prior to the meeting.
Any such notice must contain certain specified information concerning the
persons to be nominated or the matters to be brought before the meeting and
concerning the stockholder submitting the proposal. The Bylaws and Certificate
also provide that special meetings of stockholders of the Company may be called
only upon the resolution of a majority of the entire Board.
The Certificate provides that the Board when evaluating a tender offer,
merger or offer to purchase all, or substantially all, of the assets of the
Company made by another party may consider expanded factors, including certain
social and economic effects of the proposed transaction. The Certificate also
provides for expanded indemnification of directors and officers of the Company
and limits the liability of directors of the Company. The Company shall
indemnify each person who is or was an officer or director of the Company, or
was serving as an officer or director to any other company at the request of the
Company, to the fullest extent permitted under the Delaware General Corporation
Law against all expenses, liability and loss reasonably incurred by such
director or officer in any legal proceeding to which such person is made or is
threatened to be made a party. Such right to indemnification includes the right
to advancement of expenses incurred by such person prior to final disposition of
the proceeding, provided that if the Delaware General Corporation Law requires,
such director or officer shall provide the Company with an undertaking to repay
all amounts so advanced if it shall 3 ultimately be determined by final judicial
decision that such person is not entitled to be indemnified for such expenses.
The Certificate gives such officer or director the right to bring suit against
the Company if such advancement of expenses is not paid by the Company within
the period set forth in the Certificate. The Certificate provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
except liability: (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law is amended to further eliminate or limit the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Holders of Common Stock are entitled to receive ratably such dividends, if
any, as may be declared by the Board out of funds legally available therefor.
Such dividends shall not be cumulative. However, the Company currently intends
to retain its earnings for use in its business and therefore does not anticipate
paying any cash dividends in the foreseeable future. Holders of Common Stock are
entitled to receive, pro rata, all assets of the Company available for
distribution to such holders upon liquidation.
Holders of Common Stock have no preemptive, sinking fund or redemption
rights and have no rights to convert their Common Stock into any other
securities. All of the outstanding shares of Common Stock are fully paid and
nonassessable. The Company, in its Certificate, reserves the right to amend or
repeal any provision contained in the Certificate in the manner prescribed by
Delaware law, and all rights conferred upon stockholders are granted subject to
this reservation. The rights, preferences and privileges of holders of Common
Stock will be subject to and may be adversely affected by the rights of holders
of shares of any series of preferred stock that the Company may designate and
issue in the future.
The outstanding shares of Common Stock which are held by JCG are deemed
"restricted securities."
The Company and EquiServe Trust Company, N.A. serve as co-transfer agents
and EquiServe Trust Company, N.A. serves as registrar for the Common Stock. The
Company wholly owns the parent of EquiServe Trust Company, N.A.
ITEM 2. EXHIBITS.
99.1 The Company's Amended Certificate of Incorporation as restated
August 31, 1995, which is attached as Exhibit 3.1 to the
Company's registration statement on Form S-1, as amended
(Registration no. 33-96526) (the "Registration Statement") is
hereby incorporated by reference as Exhibit 99.1.
99.2 The Company's Certificate of Amendment dated May 9, 2000 of
Certificate, which is attached as Exhibit 3.1 to the Company's
Form 10-Q dated May 15, 2000 (Commission File No. 1-14036), is
hereby incorporated by reference as Exhibit 99.2.
99.3 The Company's Amended and Restated By-laws as adopted August 28,
1995 and amended and restated December 12, 2000, which are
attached as Exhibit 3.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 2000 (Commission File No.
1-14036), is hereby incorporated by reference as Exhibit 99.3.
99.4 The Registration Rights Agreement dated October 24, 1995, between
the Company and Kansas City Southern ("KCS"; formerly Kansas City
Southern Industries, Inc.), which is attached as Exhibit 4.1 to
the Company's Registration Statement (Registration no. 33-96526),
is hereby incorporated by reference as Exhibit 99.4.
99.5 The First Amendment dated June 30, 1999 to the KCS Registration
Rights Agreement, which amendment is attached as Exhibit 4.15.1
to the Company's Form 10-Q dated August 13, 1999 (Commission File
No. 1-14036), is hereby incorporated by reference as Exhibit
99.5.
99.6 The Assignment, Consent and Acceptance dated August 11, 1999
pertaining to the KCS Registration Rights Agreement and among the
Company, KCS, and Stilwell Financial, Inc., which is attached as
Exhibit 4.15.2 to the Company's Form 10-Q dated August 13, 1999
(Commission File No.1-14036), is hereby incorporated by reference
as Exhibit 99.6.
99.7 The specimen stock certificate, which is attached as Exhibit 4.2
to the Registration Statement (Registration no. 33-96526), is
hereby incorporated by reference as Exhibit 99.7.
99.8 The Certificate of Designations dated October 16, 1995,
establishing the Series A Preferred Stock of the Company, which
is attached as Exhibit 4.3 to the Company's Registration
Statement (Registration no. 33-96526), is hereby incorporated by
reference as Exhibit 99.8.
99.9 The Summary of the preferred stock purchase rights set forth in
the Company's Form 8-A dated November 15, 1995 in connection with
the listing of the preferred stock purchase rights on the New
York Stock Exchange (the "Form 8-A") (Commission File No.
1-14036) and the related Rights Agreement dated as of October 6,
1995, between the Company and State Street Bank and Trust
Company, as rights agent, which is attached as Exhibit 4.4 to the
Company's Registration Statement (Registration no. 33-96526), are
hereby incorporated by reference as Exhibit 99.9.
99.10 The First Amendment dated as of July 9, 1998 to the Rights
Agreement, which amendment is attached as Exhibit 99 to Form
8-A12B/A, Amendment No. 1, dated July 30, 1998 (Commission File
No. 1-14036), to the Form 8-A, is hereby incorporated by
reference as Exhibit 99.10.
99.11 The Second Amendment dated as of September 10, 1999 to the Rights
Agreement, which amendment is attached as Exhibit 99 to Form
8-A12B/A, Amendment No. 2, dated September 27, 1999 (Commission
File No. 1-14036), to the Form 8-A, is hereby incorporated by
reference as Exhibit 99.11.
99.12 The Third Amendment dated as of September 25, 2001 to the Rights
Agreement, which amendment is attached as Exhibit 99 to Form
8-A12B/A, Amendment No. 3, dated November 26, 2001 (Commission
File No. 1-14036), to the Form 8-A, is hereby incorporated by
reference as Exhibit 99.12.
99.13 The Assignment, Acceptance and Consent dated as of November 7,
2001 and among the Company, State Street Bank and Trust Company,
and EquiServe Trust Company, N.A., and pertaining to the Rights
Agreement, which is attached as Exhibit 4.3.4 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2001
(Commission File No. 1-14036), is hereby incorporated by
reference as Exhibit 99.13.
99.14 The Registration Rights Agreement dated October 31, 1995,
between the Company and UMB Bank, N.A. as trustee of the
Company's Employee Stock Ownership Plan ("UMB"), which is
attached as Exhibit 4.5 to the Company's annual report on Form
10-K for the year ended December 31, 1995, (Commission File No.
1-14036), is hereby incorporated by reference as Exhibit 99.14.
99.15 The Affiliate Agreement with James C. Castle, dated October 28,
1998, which is attached as Exhibit 4.10 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998
(Commission File No. 1-14036), is hereby incorporated by
reference as Exhibit 99.15.
99.16 The Affiliate Agreement with George L. Argyros, Sr., dated
September 3, 1998, which is attached as Exhibit 4.11 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1998 (Commission File No. 1-14036), is hereby incorporated by
reference as Exhibit 99.16.
99.17 The Registration Rights Agreement with George L. Argyros, Sr.,
James C. Castle and certain other individuals dated December 21,
1998, which is attached as Exhibit 4.15 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998
(Commission File No. 1-14036), is hereby incorporated by
reference as Exhibit 99.17.
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.
DST SYSTEMS, INC.
Date: March 14, 2003 By: /S/ RANDY YOUNG
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Randall D. Young
Vice President, General Counsel and
Secretary