-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UcIzenuAXmH+V7R1ZMs8HYFwvFAlp80HQFwDQzbLB3zwujLwMN9VpMMMXn3xUzDI Bt4ctlUAf95O1GbZgx1zVQ== 0000912282-02-000410.txt : 20021127 0000912282-02-000410.hdr.sgml : 20021127 20021127141212 ACCESSION NUMBER: 0000912282-02-000410 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IAMGOLD CORP CENTRAL INDEX KEY: 0001203464 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-31528 FILM NUMBER: 02843163 BUSINESS ADDRESS: STREET 1: 2820 FOURTEENTH AVENUE CITY: MARKHAM STATE: A6 ZIP: 00000 BUSINESS PHONE: 905-477-4420 8-A12B 1 iamgold8a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 IAMGOLD CORPORATION (Exact name of Registrant as specified in its charter) Canada Not Applicable - ------------------------------------ -------------------------------- (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2820 Fourteenth Avenue Markham, Ontario L3R 0S9 - ----------------------------------------- ------------------------------- (Address of principal executive officers) (Zip Code) 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 Shares, no par value American Stock Exchange 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. [ ] 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: --------------------- (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None ---------------------------- (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The authorized capital of the Registrant consists of an unlimited number of Common Shares, First Preference Shares and Second Preference Shares, without par value. As of November 27, 2002, the Registrant had 78,580,889 Common Shares issued and outstanding. Holders of Common Shares are entitled (i) to receive ratable dividends from funds legally available for distribution when and if declared by the Board of Directors; (ii) to share ratably in all of the Registrant's assets available for distribution upon liquidation or winding up of the Registrant; and (iii) to one vote for each share held of record on each matter submitted to a vote of shareholders. Each holder of Common Shares is entitled to receive notice of and to attend all meetings of shareholders of the Registrant. The Common Shares do not have cumulative voting, pre-emptive, purchase or conversion rights. There are no sinking fund provisions in relation to the Common Shares and they are not liable to further calls or to assessment by the Registrant. Provisions as to the modifications, amendments or variations of such rights or such provisions are contained in the Business Corporations Act (Canada). There are no restrictions on the repurchase or redemption of the Common Shares by the Registrant provided that such purchase or redemption is either made through a stock exchange, from a bona fide employee of the Registrant or an affiliate or his personal representative, or is under an offer to purchase pro rata made to every holder or is required to be made pursuant to the Business Corporations Act (Canada) upon exercise by the holder of certain dissent provisions or shareholders remedies set out therein, and provided further that the Registrant is not insolvent at the time of such repurchase or redemption nor would be made insolvent by such action. The Registrant is limited in its ability to pay dividends on its Common Shares by limitations under the Business Corporations Act (Canada) relating to the sufficiency of profits from which dividends may be paid. Pursuant to applicable provisions of the Business Corporations Act (Canada), no right or special right attached to shares issued by the Registrant may be prejudiced, altered or otherwise interfered with unless the members of the class of shareholders affected consent to such action by a separate resolution of the members of the class adopted by at least a majority of 66-2/3% of the votes cast with respect to the resolution. ITEM 2. EXHIBITS. The following exhibits are filed as a part of this Registration Statement: Exhibit Number Description - -------------- ----------- 1 Articles of Amalgamation of the Corporation 2 Specimen of Common Share Certificate. 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. IAMGOLD CORPORATION By: /s/ John Ross --------------------------------------- Name: John Ross Title: Chief Financial Officer Dated: November 27, 2002 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 1 Articles of Amalgamation of the Corporation 2 Specimen of Common Share Certificate. EX-1 3 ex_1.txt ARTICLES OF AMALGAMATION EXHIBIT 1 ARTICLES OF AMALGAMATION ARTICLE 1 INTERPRETATION Section 1.01 References to "Act." In this schedule, as from time to time amended, unless there is something in the context inconsistent herewith, "Act" means the Canada Business Corporations Act, or its successor, as amended from time to time. Section 1.02 Headings, Gender, Number. This schedule as from time to time amended, shall be read without regard to paragraph headings, which are included for ease of reference only, and with all changes in gender and number required by the context. ARTICLE 2 COMMON SHARES The Common Shares shall have attached thereto the following rights, privileges, restrictions and conditions: Section 2.01 Votes. The holders of Common Shares are entitled to receive notice of, and to attend, all meetings of shareholders of the Corporation, except meetings at which only holders of another specified class or series of shares are entitled to vote. The holders of Common Shares are entitled to one vote for each one Common Share held on all polls taken at such meetings. Section 2.02 Dividends. Subject to the prior rights, privileges, restrictions and conditions attaching to the First Preference Shares and the Second Preference Shares, or any series thereof, respectively, and the shares of any other class ranking senior to the Common Shares, the holders of Common Shares shall be entitled to receive dividends as and when declared by the directors of the Corporation. Section 2.03 Liquidation. In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of the property and assets of the Corporation for the purpose of winding up the affairs of the Corporation, holders of Common Shares shall, after payment to the holders of First Preference Shares, Second Preference Shares and shares of any other class ranking senior to the Common Shares of the amount payable to them, be entitled to receive the remaining property and assets of the Corporation. Section 2.04 Limitation. Subject to the provisions of the Act, the holders of Common Shares shall not be entitled to vote separately on, or to dissent in respect of, any proposal to amend the articles of the Corporation to: (a) increase or decrease any maximum number of authorized Common Shares, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the Common Shares; -2- (b) effect an exchange, reclassification or cancellation of all or part of the Common Shares; or (c) create a new class of shares or series equal or superior to the Common Shares. ARTICLE 3 FIRST PREFERENCE SHARES The First Preference Shares shall have attached thereto, as a class, the following rights, privileges, restrictions and conditions: Section 3.01 Directors' Right to Issue in One or More Series. The First Preference Shares may at any time and from time to time be issued in one or more series. Prior to the issue of First Preference Shares of any series, the directors of the Corporation shall, subject to the rights, privileges, restrictions and conditions attached to the First Preference Shares as a class, the articles of the Corporation and the provisions of the Act, by resolution amend the articles of the Corporation to fix the number of First Preference Shares in such series and determine the designation of, and the rights, privileges, restrictions and conditions attached to the First Preference Shares of such series including, without limitation: (a) the rate, amount or method of calculation of any dividends and whether any dividends are subject to adjustment; (b) whether any dividends are cumulative, partly cumulative or non-cumulative: (c) the dates, manner and currency of payments of any dividends and the date from which any dividends accrue or become payable; (d) if redeemable or purchasable (whether at the option of the Corporation or the holder or otherwise), the redemption or purchase prices and currency or currencies thereof and the terms and conditions of redemption or purchase, with or without any provision for sinking or similar funds; (e) the voting rights, if any; (f) any conversion, exchange or reclassification rights; and (g) any other terms not inconsistent with these provisions: the whole subject to receipt by the Director appointed under the Act of articles of amendment designating and fixing the number of First Preference Shares in such series and setting forth the rights, privileges, restrictions and conditions attached thereto and the issue by the Director of a certificate of amendment with respect thereto. Section 3.02 Ranking of First Preference Shares of Each Series. The First Preference Shares of each series shall, with respect to the payment of dividends and the distribution of the assets of the Corporation in the event of the liquidation, dissolution or winding-up of the Corporation, -3- whether voluntary or inv oluntary, or any other distribution of the assets of the Corporation for the purpose of winding up its affairs, rank (a) on a parity with the First Preference Shares of every other series and (b) senior to, and shall be entitled to a preference over the Second Preference Shares, the Common Shares, and the shares of any other class ranking junior to the First Preference Shares. The First Preference Shares of any series shall also be entitled to such other preferences, not inconsistent with these provisions, over the Second Preference Shares, the Common Shares, and the shares of any other class ranking junior to the First Preference Shares as may be fixed in accordance with Section 3.01 hereof. Section 3.03 Voting Rights. Except as hereinafter specifically provided, as required by the Act or in accordance with any voting rights which may be attached to any series of First Preference Shares, the holders of First Preference Shares shall not be entitled as such to receive notice of, or to attend, any meeting of shareholders of the Corporation and shall not be entitled to vote at any such meeting; provided however that the holders of First Preference Shares shall be entitled to receive notice of meetings of shareholders of the Corporation called for the purpose of authorizing the dissolution of the Corporation or the sale, lease or exchange of all or substantially all of the property of the Corporation other than in the ordinary course of business of the Corporation. Section 3.04 Amendment with Approval of Holders of First Preference Shares. The rights, privileges, restrictions and conditions attached to the First Preference Shares as a class may be added to, removed or changed only with the approval of the holders of First Preference Shares given in accordance with the requirements of the Act and the minimum requirement provided in Section 3.05 hereof. Section 3.05 Approval of Holders of First Preference Shares. The approval of the holders of First Preference Shares as a class to any matters referred to in these provisions may be given as specified below: (a) Approval and Quorum: Any approval required to be given by the holders of First Preference Shares shall be deemed to have been sufficiently given if it shall have been given by a resolution signed by all of the holders of the then outstanding First Preference Shares or by a resolution passed by the affirmative vote of not less than two-thirds of the votes cast by holders of First Preference Shares who voted in respect of that resolution at a meeting of the holders of First Preference Shares called and held for such purpose in accordance with the by-laws of the Corporation at which holders of not less than one-tenth of the then outstanding First Preference Shares are present in person or represented by proxy; provided that, if at any such meeting a quorum is not present within one-half hour after the time appointed for such meeting, the meeting shall be adjourned to the same day in the next week at the same time and to such place as the chairman of the meeting may determine and, subject to the provisions of the Act, it shall not be necessary to give notice of such adjourned meeting. At such adjourned meeting the holders of First Preference Shares present in person or represented by proxy shall constitute a quorum and may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not -4- less than two-thirds of the votes cast by holders of First Preference Shares at such meeting shall constitute the approval of the holders of First Preference Shares. (b) Voting: On every poll taken at any meeting in respect of which only the holders of First Preference Shares of more than one series are entitled to vote, each holder of First Preference Shares shall be entitled to one vote in respect of the greater of (i) each $1.00 of stated capital added to the appropriate stated capital account of the Corporation in respect of the issue of each such share and (ii) each $1.00 of the liquidation preference or redemption preference (excluding any amount payable in respect of declared but unpaid or accrued but unpaid dividends) attached to each such share (and if the liquidation preference and redemption preference are not the same at the applicable time, then the greater of the two). Subject to the foregoing, the formalities to be observed with respect to proxies, the giving or waiving of notice of any such meeting and the conduct thereof shall be those from time to time prescribed in the Act and the by-laws of the Corporation with respect to meetings of shareholders. Section 3.06 Shares Issued in Series with Identical Rights. Where First Preference Shares are issued in more than one series with identical rights, privileges, restrictions, conditions and designations attached thereto, all such series of First Preference Shares shall rank: pari passu and participate equally and proportionately without discrimination or preference as if all such series of First Preference Shares had been issued simultaneously and all such series of First Preference Shares may be designated as one series. Section 3.07 Limitation. Subject to the provisions of the Act, the holders of First Preference Shares or any series thereof shall not, unless the rights, privileges, restrictions and conditions attached to the First Preference Shares as a class or to any particular series thereof provide to the contrary, be entitled to vote separately as a class or series on, or to dissent in respect of, any proposal to amend the articles of the Corporation to: (a) increase or decrease any maximum number of authorized First Preference Shares or any series thereof, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the First Preference Shares or any series thereof, (b) effect an exchange, reclassification or cancellation of all or part of the First Preference Shares or any series thereof; or (c) create a new class or series of shares equal or superior to the First Preference Shares or any series thereof. ARTICLE 4 SECOND PREFERENCE SHARES The Second Preference Shares shall have attached thereto, as a class, the following rights, privileges, restrictions and conditions: -5- Section 4.01 Directors' Right to Issue in One or More Series. The Second Preference Shares may at any time and from time to time be issued in one or more series. Prior to the issue of Second Preference Shares of any series, the directors of the Corporation shall, subject to the rights, privileges, restrictions and conditions attached to the Second Preference Shares as a class, the articles of the Corporation and the provisions of the Act, by resolution amend the articles of the Corporation to fix the number of Second Preference Shares in such series and determine the designation of, and the rights, privileges, restrictions and conditions attached to, the Second Preference Shares of such series including, without limitation: (a) the rate, amount or method of calculation of any dividends and whether any dividends are subject to adjustment; (b) whether any dividends are cumulative, partly cumulative or non-cumulative; (c) the dates, manner and currency of any payments of dividends and the date from which any dividends accrue or become payable; (d) if redeemable or purchasable (whether at the option of the Corporation or the holder or otherwise), the redemption or purchase prices and currency or currencies thereof and the terms and conditions of redemption or purchase, with or without any provision for sinking or similar funds; (e) the voting rights, if any; (f) any conversion, exchange or reclassification rights; and (g) any other terms not inconsistent with these provisions; the whole subject to receipt by the Director appointed under the Act of articles of amendment designating and fixing the number of Second Preference Shares in such series and setting forth the rights, privileges, restrictions and conditions attached thereto and the issue by the Director of a certificate of amendment with respect thereto. Section 4.02 Ranking of Second Preference Shares of Each Series. The Second Preference Shares of each series shall, with respect to the payment of dividends and the distribution of the assets of the Corporation in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation for the purpose of winding-up its affairs, rank (a) junior and subordinate to the First Preference Shares, (b) on a parity with the Second Preference Shares of every other series and (c) senior to, and shall be entitled to a preference over, the Common Shares and the shares of any other class ranking junior to the Second Preference Shares. The Second Preference Shares of any series shall also be entitled to such other preferences, not inconsistent with these provisions, over the Common Shares, and the shares of any other class ranking junior to the Second Preference Shares as may be fixed in accordance with Section 4.01 hereof. Section 4.03 Voting Rights. Except as hereinafter specifically provided, as required by the Act or in accordance with any voting rights which may be attached to any series of Second Preference Shares, the holders of Second Preference Shares shall not be entitled as such to -6- receive notice of, or to attend, any meeting of shareholders of the Corporation and shall not be entitled to vote at any such meeting, provided however that the holders of Second Preference Shares shall be entitled to receive notice of meetings of shareholders of the Corporation called for the purpose of authorizing the dissolution of the Corporation or the sale, lease or exchange of all or substantially all of the property of the Corporation other than in the ordinary course of business of the Corporation. Section 4.04 Amendment with Approval of Holders of Second Preference Shares. The rights, privileges, restrictions and conditions attached to the Second Preference Shares as a class may be added to, removed or changed only with the approval of the holders of Second Preference Shares given in accordance with the requirements of the Act and the minimum requirement provided in Section 4.05 hereof. Section 4.05 Approval of Holders of Second Preference Shares. The approval of the holders of Second Preference Shares as a class to any matters referred to in these provisions may be given as specified below: (a) Approval and Quorum: Any approval required to be given by the holders of Second Preference Shares shall be deemed to have been sufficiently given if it shall have been given by a resolution signed by all of the holders of the then outstanding Second Preference Shares or by a resolution passed by the affirmative vote of not less than two-thirds of the votes cast by holders of Second Preference Shares who voted in respect of that resolution at a meeting of the holders of Second Preference Shares called and held for that purpose in accordance with the by-laws of the Corporation at which holders of not less than one-tenth of the then outstanding Second Preference Shares are present in person or represented by proxy: provided that, if at any such meeting a quorum is not present within one-half hour after the time appointed for such meeting, the meeting shall be adjourned to the same day in the next week at the same time and to such place as the chairman of the meeting may determine and, subject to the provisions of the Act, it shall not be necessary to give notice of such adjourned meeting. At such adjourned meeting the holders of Second Preference Shares present in person or represented by proxy shall constitute a quorum and may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast at such meeting shall constitute the approval of the holders of Second Preference Shares. (b) Votes: On every poll taken at any meeting in respect of which only the holders of the Second Preference Shares of more than one series are entitled to vote, each holder of Second Preference Shares shall be entitled to one vote in respect of the greater of (i) each $1.00 of stated capital added to the appropriate stated capital account of the Corporation in respect of the issue of each such share and (ii) each $1.00 of the liquidation preference or redemption preference (excluding any amount payable in respect of declared but unpaid or accrued but unpaid dividends) attached to each such share (and if the liquidation preference and redemption preference are not the same at the applicable time, then the greater of the two). -7- Subject to the foregoing, the formalities to be observed with respect to proxies, the giving or waiving of notice of any such meeting and the conduct thereof shall be those from time to time prescribed in the Act and the by-laws of the Corporation with respect to meetings of shareholders. Section 4.06 Shares Issued in Series with Identical Rights. Where Second Preference Shares are issued in more than one series with identical rights, privileges, restrictions, conditions and designations attached thereto, all such series of Second Preference Shares shall rank pari passu and participate equally and proportionately without discrimination or preference as if all such series of Second Preference Shares had been issued simultaneously and all such series of Second Preference Shares may be designated as one series. Section 4.07 Limitation. Subject to the provisions of the Act, the holders of Second Preference Shares or any series thereof shall not, unless the rights, privileges, restrictions and conditions attached to the Second Preference Shares as a class or to any particular series thereof provide to the contrary, be entitled to vote separately as a class or series on, or to dissent in respect of any proposal to amend the articles of the Corporation to: (a) increase or decrease any maximum number of authorized Second Preference Shares or any series thereof, or increase any maximum number of authorized shares of a class or any series having rights or privileges equal or superior to the Second Preference Shares or any series thereof; (b) effect an exchange, reclassification or cancellation of all or part of the Second Preference Shares or any series thereof, or (c) create a new class or series of shares equal or superior to the Second Preference Shares or any series thereof. EX-2 4 ex_2.txt SPECIMEN OF COMMON SHARE CERTIFICATE Exhibit 2 Number Shares IAMGOLD CORPORATION INCORPORATED UNDER THE CANADA BUSINESS CORPORATIONS ACT SECURITIES REPRESENTED BY THIS CERTIFICATE ARE TRANSFERABLE AT THE OFFICE OF THE CIBC MELLON TRUST COMPANY IN TORONTO This Certifies that CUSIP 450913 10 8 is the registered holder of FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF IAMGOLD CORPORATION transferable only on the securities register of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and Registrar of the Corporation. In Witness Whereof the Corporation has caused this Certificate to be signed by its duly authorized officers. Dated: /s/ Larry Phillips /s/ William D. Pugliese SECRETARY CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: CIBC MELLON TRUST COMPANY TORONTO TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHED THERETO AND THE CORPORATION WILL FURNISH TO A SHAREHOLDER, ON DEMAND AND WITHOUT CHARGE, A FULL COPY OF THE TEXT OF SUCH RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHED THERETO AND TO EACH CLASS AND SERIES OF SHARES AUTHORIZED TO BE ISSUED BY THE CORPORATION AND THE AUTHORITY OF THE DIRECTORS TO FIX THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS OF SUBSEQUENT SERIES OF SHARES. FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY NUMBER OF TRANSFEREE - ------------------------------------------------------ - ------------------------------------------------------------------------------- (NAME AND ADDRESS OF TRANSFEREE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ________________________________________________________________________ shares registered in the name of the undersigned on the books of the Corporation named on the face of this Certificate and represented hereby, and irrevocably constitutes and appoints - -------------------------------------------------------------------------------- the attorney of the undersigned to transfer the said shares on the register of transfers and books of the Corporation with full power of substitution hereunder. Date: - ------------------------------------------------- (Signature of Shareholder) - ------------------------------------------------- (Signature of Witness) -----END PRIVACY-ENHANCED MESSAGE-----