SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
Amendment No. 1
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ChemFirst Inc.
(Exact name of registrant as specified in its charter)
Mississippi 64-0679456
(State of incorporation or organization) (IRS Employer Identification No.)
700 North Street, P.O. Box 1249 39215-1249
Jackson, Mississippi (Zip Code)
(Address of principal executive offices)
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), please check the following box. [X]
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), please check the following box. [_]
Securities Act registration statement file number to which this form relates:
333-15789
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 New York Stock Exchange
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act: None
EXPLANATORY NOTE
ChemFirst Inc. ("ChemFirst") hereby amends its Form 8-A filed on December 9,
1996 in order to file the Second Amendment to Rights Agreement, effective
October 1, 2001, by and among ChemFirst, The Bank of New York and American Stock
Transfer & Trust Company (the "Rights Agreement"), as an exhibit to the Form 8-
A.
The amendment to the Rights Agreement serves to change the Rights Agent from
The Bank of New York to American Stock Transfer & Trust Company, and to lower
the required minimum combined capital and surplus of the Rights Agent from $100
million to $10 million. The First Amendment to the Rights Agreement, effective
May 1, 1997, changed the Rights Agent from KeyCorp Shareholder Services, Inc. to
The Bank of New York.
Item 1. Description of Registrant's Securities to be Registered.
The information set forth in Item 1 of the Form 8-A has not changed as of the
date of this Amendment No. 1.
Item 2. Exhibits
Exhibit Exhibit
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No. Description
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3(a) ChemFirst's Amended and Restated Articles of Incorporation were filed
as Exhibit 3.1 to Amendment No. 1 to ChemFirst's Form S-1
(Registration No. 333-15789) filed on November 18, 1996, and are
incorporated herein by reference.
3(b) ChemFirst's Bylaws, as amended, were filed as Exhibit 4.3 to
ChemFirst's Form S-8 (Registration No. 333-69965) filed on December
30, 1998, and are incorporated herein by reference.
4(a) Rights Agreement, dated as of October 30, 1996, between ChemFirst and
KeyCorp Shareholder Services, Inc., was filed as Exhibit 4 to
Amendment No. 1 to ChemFirst's Form S-1 (Registration No. 333-15789)
filed on November 18, 1996 and is incorporated herein by reference.
4(b) First Amendment to Rights Agreement, effective May 1, 1997, by and
among ChemFirst, KeyCorp Shareholder Services, Inc. and The Bank of
New York, was filed as Exhibit 4.5 to ChemFirst's Form S-8
(Registration No. 333-69965) filed on December 30, 1998, and is
incorporated herein by reference.
4(c) Second Amendment to Rights Agreement, effective October 1, 2001, by
and among ChemFirst, The Bank of New York and American Stock Transfer
& Trust Company.
4(d) Form of ChemFirst stock certificate.
99(a) Amendment No. 1 to ChemFirst's Registration Statement on Form S-1
(Registration No. 333-15789) was filed with the Commission on November
18, 1996, and is incorporated herein by reference.
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.
CHEMFIRST INC.
Date: October 30, 2001 By: /s/ R. M. Summerford
Name: R. Michael Summerford
Title: President and Chief Operating Officer