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
CONCORD EFS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2462252
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(State of Incorporation or Organization) (IRS Employer Identification No.)
2525 Horizon Lake Drive,
Suite 120, Memphis, Tennessee 38133
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(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 pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [X] check the following box. [_]
Securities Act registration statement file number to which this form relates:
N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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Common Stock, $0.33 1/3 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: N/A
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Item 1. Description of Registrant's Securities.
Our authorized capital stock consists of 1,500,000,000 shares of
common stock, par value $0.33 1/3 per share. Holders of our common stock are
entitled to receive ratably such dividends as may be declared from time to time
by our board of directors out of funds legally available therefor.
Voting Rights
Each holder of our common stock is entitled to one vote for each
share held on any matter submitted to a vote of our stockholders, including the
election of directors. Our stockholders do not have cumulative voting rights.
Provided that a quorum is present at the stockholder meeting and except as
otherwise required by Delaware corporate law, our Restated Certificate of
Incorporation, as amended ("our charter"), or our by-laws, our directors are
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors, and all other matters submitted to a vote of our stockholders are
decided by the affirmative vote of a majority of shares present in person or
represented by proxy at the meeting and entitled to vote on such matters.
Amendment of By-laws
Subject to the fulfillment of certain conditions, our by-laws may be
altered, amended, or repealed at any meeting of our board of directors by the
vote of a majority of the directors present at such meeting or at any meeting of
our stockholders by a vote of the holders of the majority of the stock issued
and outstanding and entitled to vote at such meeting.
Preemption, Conversion, Redemption, Etc.
The holders of our common stock have no conversion rights or
preemptive rights to purchase additional securities issued by us, and our common
stock is not subject to calls or further assessments by us. There are no
redemption or sinking fund provisions applicable to our common stock.
Liquidation Rights
In the event of our liquidation, dissolution, or winding up, the
holders of our common stock are entitled to share ratably in all of our assets
available for distribution to such holders after payment of all debts and other
liabilities.
Miscellaneous
EquiServe Trust Company, N.A. is the transfer agent and registrar
for our common stock.
Item 2. Exhibits.
None.
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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.
Date: November 4, 2002
CONCORD EFS, INC.
By: /s/ Edward T. Haslam
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Edward T. Haslam
Senior Vice President, Chief
Financial Officer, and Treasurer
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