Amended Securities Registration (section 12(b)) (8-a12b/a)
May 10 2022 - 5:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/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
Southwest Gas
Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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81-3881866 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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8360 S. Durango Dr.
Post Office Box 98510 Las
Vegas, Nevada |
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89193-8510 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered |
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Name of each exchange on
which each class is to be registered |
Preferred Stock Purchase Rights |
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New York 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) or (e), 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) or (e), check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
N/A
Securities to be
registered pursuant to Section 12(g) of the Act:
None
Explanatory Note
This Amendment No. 1 amends the Registration Statement on Form 8-A filed by Southwest Gas Holdings, Inc. (the
Company) with the Securities and Exchange Commission on October 12, 2021. This Amendment No. 1 is being filed to amend the description of preferred stock purchase rights (the Rights) of the Company.
Item 1. Description of Registrants Securities to be Registered.
On May 9, 2022, the Company entered into Amendment No. 1 to Rights Agreement (the Rights Agreement Amendment) by and between the Company
and Equiniti Trust Company, as Rights Agent (the Rights Agent). The Rights Agreement Amendment amends the Rights Agreement, dated October 10, 2021, by and between the Company and the Rights Agent (the Rights Agreement),
to increase the beneficial ownership percentage included in the definition of Acquiring Person from 10% to 24.9% and to delete the concept of a Passive Institutional Investor.
The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, as amended by the Rights Agreement Amendment, and the
Certificate of Designations of the Series A Junior Participating Preferred Stock (the Certificate of Designations), which are attached hereto as Exhibits 4.1 and 3.1, respectively, and incorporated herein by reference. The description of
the Rights Agreement Amendment is qualified in its entirety by reference to the full text of the Rights Agreement Amendment, which is attached hereto as Exhibit 4.2 and incorporated herein by reference.
Item 2. Exhibits
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Designations of the Series A Junior Participating Preferred Stock (previously filed and incorporated by reference to Exhibit
3.1 to the Registrants Current Report on Form 8-K, filed on October 12, 2021). |
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4.1 |
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Rights Agreement, dated October
10, 2021, between Southwest Gas Holdings, Inc. and Equiniti Trust Company, as Rights Agent (previously filed and incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K, filed
on October 12, 2021). |
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4.2 |
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Amendment No. 1 to Rights Agreement, dated May
9, 2022, between Southwest Gas Holdings, Inc. and Equiniti Trust Company, as Rights Agent (previously filed and incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K, filed on
May 10, 2022). |
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, on this 10th day of May, 2022.
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SOUTHWEST GAS HOLDINGS, INC. |
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/s/ Gregory J. Peterson |
Gregory J. Peterson |
Senior Vice President/Chief Financial Officer |
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