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
___________________
ARABIAN
AMERICAN DEVELOPMENT COMPANY
(Exact
name of
registrant as specified in its charter)
Delaware
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75-1256622
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(State
or other jurisdiction of
incorporation)
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(IRS
Employer Identification
No.)
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10830
North Central Expressway, Suite 175, Dallas, Texas 75231
(Address
of principal executive offices) (Zip Code)
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class to
be so
registered
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Name
of each exchange on which each
class is to be
registered
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Common
Stock, ten cent ($.10) par value
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The
Nasdaq Stock Market LLC
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___________________
If
this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. x
If
this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. o
Securities
Act registration statement file number to which this form relates:
_______________________ (if applicable)
Securities
to be registered pursuant to Section 12(g) of the
Act:_______________.
Item
1. Description of Registrant’s Securities to be
Registered
Common
Shares of Arabian American Development Company (“Registrant”)
The
authorized capital stock of Registrant consists of 40,000,000 shares of common
stock, ten cent ($.10) par value (the “Common Stock”). See, Certificate of
Amendment
to Certificate of Incorporation of Registrant, dated January 15, 1993, and
attached hereto as Exhibit 1. This Form 8-A is being filed in connection
with
listing of the Common Stock on The Nasdaq Stock Market LLC and Registrant’s
voluntary withdrawal of its listing of the Common Stock on the Over-the-Counter
Bulletin Board.
Description
of Common Stock
Dividends. The
holders of Common Stock will be entitled to receive dividends, if and when
declared payable from time to time by the Board of Directors of Registrant
(the
“Board”).
Liquidation. Upon
any liquidation, dissolution and/or winding up of Registrant, the holders
will
share ratably in assets remaining after payment of liabilities.
Voting
Rights. Each outstanding share of Common Stock of Registrant
will entitle the holder thereof to one vote on each matter on which stockholders
generally are entitled to vote. When a quorum is present at any meeting,
the
vote of the holders of a majority of the Common Stock, having voting power
present in person or represented by proxy, shall decide any question brought
before such meeting, unless an express provision of the Certificate of
Incorporation of Registrant (“Certificate”), dated May 4, 1967, and attached
hereto as Exhibit 2, and/or the Amended and Restated By-Laws of Registrant
(“By-Laws”), dated April 26, 2007, and attached hereto as Exhibit 3, provide
otherwise.
Classification
of the Board of Directors.
The
By-Laws mandate that Directors shall be classified, with respect to the time
for
which they severally hold office, into three classes, as nearly equal in
number
as possible, as determined by the Board of Directors, one class to be elected
for a term expiring at the annual meeting of stockholders to be held in 2008,
another class to be elected for a term expiring at the annual meeting of
stockholders to be held in 2009, and another class to be elected for a term
expiring at the annual meeting of stockholders to be held in 2010, with each
class to hold office until its successor is elected and qualified, except
as
provided in Section 2 of the By-Laws. Section 2 of the By-Laws states that
if
any vacancies occur in the Board of Directors caused by death, resignation,
retirement, disqualification or removal from office of any Directors or
otherwise, or any new directorship is created by any increase in the authorized
number of Directors, a majority of the Directors then in office, though less
than a quorum, may choose a successor or successors to fill the newly created
directorship and the Directors so chosen shall hold office until the next
annual
meeting of the stockholders and shall stand for election for the balance
of his
term at that meeting, unless his term expires at such annual meeting. Cumulative
voting is not permitted or required.
Other.
The
Common Stock is not convertible into, or exchangeable for, any other class
or
series of Registrant’s capital stock. No restrictions exist on the alienability
of the Common Stock. The rights of holders of the Common Stock may not be
modified otherwise than by a vote of a majority or more of the outstanding
shares. Holders of Common Stock have no preemptive or other rights to subscribe
for or purchase additional securities of Registrant. The Certificate of
Registrant contains no sinking fund provisions or redemption provisions with
respect to the Common Stock. The outstanding shares of Common Stock are not
liable to further call or to assessment by Registrant. No personal liability
will attach to holders under the laws of the State of Delaware (Registrant’s
state of incorporation) or of the State of Texas (the state in which
Registrant’s principal place of business is located). There are no anti-takeover
provisions in Registrant’s Certificate or By-Laws.
The
foregoing description of the Common Stock is qualified in its entirety by
the
full terms of the Common Stock, as set forth in Exhibits 1 through 3 to this
registration statement which are incorporated by reference in this Item
1.
Item
2. Exhibits.
1. Certificate
of Amendment to Certificate of
Incorporation.
2. Certificate
of Incorporation.
3. Amended
and Restated Bylaws.
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.
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ARABIAN
AMERICAN DEVELOPMENT COMPANY
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Date: January
21, 2008
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By:
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/s/
Connie Cook
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Connie
Cook, Secretary
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