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
NYMEX HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 13-4098266 | |
| (State of incorporation or organization) | (I.R.S. Employer or Identification No.) | |
| One North End Avenue World Financial Center New York, New York |
10282-1101 | |
| (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 |
Name of each exchange on which each class is to be registered | |
| None | Not Applicable |
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), please check the following box. ¨
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective General Instruction A.(d), please check the following box. x
Securities Act registration statement file number to which this form relates: 333-138126
Securities to be registered pursuant to Section 12(g) of the Act: Up to a maximum of 6,484,800 shares of Series B Common Stock, par value $0.01 per share.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
For a description of the securities to be registered hereunder, reference is made to the information set forth under the heading “Description of Capital Stock” in the Registrant’s Prospectus, which constitutes a part of the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-138126) (the “Registration Statement”), filed under the Securities Act of 1933, as amended, which information is hereby incorporated herein by reference.
| Item 2. | Exhibits. |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of NYMEX Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 of Form S-1 (file no. 333-135800)). | |
| 3.2 | Form of COMEX Transaction Amendment (incorporated herein by reference to Exhibits B and C to Exhibit 10.1 of Current Report on Form 8-K, dated September 26, 2006). | |
| 3.3. | Form of Amended and Restated By-laws of NYMEX Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 of Form S-1 (file no. 333-135800)). | |
| 4.1 | Form of Common Stock certificate for NYMEX Holdings, Inc. (incorporated herein by reference to Exhibit 4.1 of Form S-1 (file no. 333-135800)). | |
| 4.2 | Form of B-1 Common Stock certificate for NYMEX Holdings, Inc. | |
| 4.3 | Form of B-2 Common Stock certificate for NYMEX Holdings, Inc. | |
| 4.4 | Form of B-3 Common Stock certificate for NYMEX Holdings, Inc. | |
| 10.15 | COMEX Transaction Agreement, by and among NYMEX Holdings, Inc., NYMEX Exchange, Inc., Commodity Exchange, Inc. and the Governors Committee of the COMEX Division (incorporated herein by reference to Exhibit 10.1 of Current Report on Form 8-K filed on September 26, 2006). | |
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.
| NYMEX Holdings, Inc. | ||||||||
| (Registrant) | ||||||||
| Dated: November 9, 2006 |
By: |
/s/ Christopher K. Bowen | ||||||
| Name: |
Christopher K. Bowen | |||||||
| Title: |
General Counsel, Chief Administrative Officer and Secretary | |||||||
Exhibit 4.2
| Series B-1 Common Stock Par value $.01 |
Series B-1 Common Stock Par Value $.01 | |||
| NUMBER | SHARES | |||
| [GRAPHIC] | [GRAPHIC] | |||
| [NH] |
NYMEX HOLDINGS, INC.
| INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE | CUSIP 62948N 50 0 |
SEE REVERSE FOR CERTAIN DEFINITIONS
This is to Certify that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES B-1 COMMON STOCK, PAR VALUE $.01, OF
NYMEX Holdings, Inc. (the “Corporation”) transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
The shares represented by this Certificate are issued and held subject to all of the restrictions, conditions and provisions set forth in the charter of the Corporation, to all of which the holder hereof agrees by the acceptance of this Certificate.
This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
[CORPORATE SEAL]
| /s/ Christopher Bowen | /s/ James Newsome | |||
| GENERAL COUNSEL, CHIEF ADMINISTRATIVE OFFICER AND SECRETARY |
PRESIDENT AND CHIEF EXECUTIVE OFFICER | |||
| COUNTERSIGNED AND REGISTERED: | ||||
| American Stock Transfer & Trust Co TRANSFER AGENT AND REGISTRAR
BY ______________________________ | ||||
| AUTHORIZED SIGNATURE | ||||
[Reverse of Certificate]
NYMEX HOLDINGS, INC.
NYMEX Holdings, Inc. will furnish without charge to each stockholder who so requests a copy of the designations, powers, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such requests may be addressed to the Secretary of NYMEX Holdings, Inc. or to the Transfer Agent and Registrar named on the face of this Certificate.
The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM |
- as tenants in common | UNIF GIFT MIN ACT- | Custodian | |||||||
| TEN ENT |
- as tenants by the entireties | (Cust) | (Minor) | |||||||
| JT TEN |
- as joint tenants with right of survivorship and not as tenants in common |
under Uniform Gifts to Minors | ||||||||
| Act ________________ | ||||||||||
| (State) | ||||||||||
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
| PLEASE INSERT SOCIAL SECURITY OR OTHER |
||
| IDENTIFYING NUMBER OF ASSIGNEE |
||
| (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) | ||
| Shares | ||
| of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint | ||
| Attorney | ||
| to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. | ||
Dated
| NOTICE: | THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR ,WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
SIGNATURE(S) GUARANTEED:
| THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. |
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED THE COMPANY MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
Exhibit 4.3
| Series B-2 Common Stock Par value $.01 NUMBER [GRAPHIC] [NH] |
Series B-2 Common Stock Par Value $.01 SHARES [GRAPHIC] |
NYMEX HOLDINGS, INC.
| INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE |
CUSIP 62948N 60 9 |
SEE REVERSE FOR CERTAIN DEFINITIONS
This is to Certify that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES B-2 COMMON STOCK, PAR VALUE $.01, OF
NYMEX Holdings, Inc. (the “Corporation”) transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
The shares represented by this Certificate are issued and held subject to all of the restrictions, conditions and provisions set forth in the charter of the Corporation, to all of which the holder hereof agrees by the acceptance of this Certificate.
This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
[CORPORATE SEAL]
| /s/ Christopher Bowen | /s/ James Newsome | |||
| GENERAL COUNSEL, CHIEF ADMINISTRATIVE OFFICER AND SECRETARY | PRESIDENT AND CHIEF EXECUTIVE OFFICER | |||
| COUNTERSIGNED AND REGISTERED: | ||||
| American Stock Transfer & Trust Co | ||||
| TRANSFER AGENT AND REGISTRAR | ||||
| BY__________________________________ | ||||
| AUTHORIZED SIGNATURE | ||||
[Reverse of Certificate]
NYMEX HOLDINGS, INC.
NYMEX Holdings, Inc. will furnish without charge to each stockholder who so requests a copy of the designations, powers, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such requests may be addressed to the Secretary of NYMEX Holdings, Inc. or to the Transfer Agent and Registrar named on the face of this Certificate.
The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM |
- as tenants in common | UNIF GIFT MIN ACT- | Custodian | |||||||
| TEN ENT |
- as tenants by the entireties | (Cust) | (Minor) | |||||||
| JT TEN |
- as joint tenants with right of survivorship and not as tenants in common |
under Uniform Gifts to Minors | ||||||||
| Act ________________ | ||||||||||
| (State) | ||||||||||
Additional abbreviations may also be used though not in the above list.
For Value Received, ___________ hereby sell, assign and transfer unto
| PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |
| (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) |
||
| Shares | ||
| of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint |
||
| Attorney | ||
| to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. | ||
Dated
| NOTICE: | THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR ,WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. | |||
| SIGNATURE(S) GUARANTEED: | ||||
| THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. | ||||
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED THE COMPANY MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
Exhibit 4.4
| Series B-3 Common Stock Par value $.01 |
Series B-3 Common Stock Par Value $.01 | |||
| NUMBER | SHARES | |||
| [GRAPHIC] | [GRAPHIC] | |||
| [NH] |
NYMEX HOLDINGS, INC.
| INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE | CUSIP 62948N 70 8 |
SEE REVERSE FOR CERTAIN DEFINITIONS
This is to Certify that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES B-3 COMMON STOCK, PAR VALUE $.01, OF
NYMEX Holdings, Inc. (the “Corporation”) transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
The shares represented by this Certificate are issued and held subject to all of the restrictions, conditions and provisions set forth in the charter of the Corporation, to all of which the holder hereof agrees by the acceptance of this Certificate.
This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
[CORPORATE SEAL]
| /s/ Christopher Bowen | /s/ James Newsome | |||
| GENERAL COUNSEL, CHIEF ADMINISTRATIVE OFFICER AND SECRETARY | PRESIDENT AND CHIEF EXECUTIVE OFFICER | |||
| COUNTERSIGNED AND REGISTERED: | ||||
| American Stock Transfer & Trust Co TRANSFER AGENT AND REGISTRAR
BY ________________________________ | ||||
| AUTHORIZED SIGNATURE | ||||
[Reverse of Certificate]
NYMEX HOLDINGS, INC.
NYMEX Holdings, Inc. will furnish without charge to each stockholder who so requests a copy of the designations, powers, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such requests may be addressed to the Secretary of NYMEX Holdings, Inc. or to the Transfer Agent and Registrar named on the face of this Certificate.
The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM |
- as tenants in common | UNIF GIFT MIN ACT- | Custodian | |||||||
| TEN ENT |
- as tenants by the entireties | (Cust) | (Minor) | |||||||
| JT TEN |
- as joint tenants with right of survivorship and not as tenants in common |
under Uniform Gifts to Minors | ||||||||
| Act ________________ | ||||||||||
| (State) | ||||||||||
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
| PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |
| (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) | ||
| Shares | ||
| of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint | ||
| Attorney | ||
| to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. | ||
Dated__________________
| NOTICE: |
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR ,WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. | |||||||
| SIGNATURE(S) GUARANTEED: | ||||||||
| THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. | ||||||||
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED THE COMPANY MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.