This registration statement on Form
8-A
is filed in connection
with the Registrants transfer of its listing from the Nasdaq Global Select Market to the New York Stock Exchange.
Item 1.
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Description of Registrants Securities to be Registered
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The following information describes our common stock, as well as certain provisions of our amended and restated certificate of incorporation
and amended and restated bylaws. This description is only a summary. You should also refer to our amended and restated certificate of incorporation and amended and restated bylaws, which have been filed with the SEC.
General
Our authorized capital stock
consists of 200,000,000 shares of common stock with a $0.10 par value per share, and 1,000,000 shares of preferred stock with a $1.00 par value per share, all of which shares of preferred stock are undesignated. As of September 27, 2018, there were
77,689,983 shares of common stock issued and outstanding, held of record by 1,639 stockholders, although we believe that there may be a significantly larger number of beneficial owners of our common stock. We derived the number of stockholders by
reviewing the listing of outstanding common stock recorded by our transfer agent as of September 27, 2018.
The following is a summary of
the material provisions of the common stock and preferred stock provided for in our amended and restated certificate of incorporation and amended and restated bylaws. For additional detail about our capital stock, please refer to our amended and
restated certificate of incorporation and amended and restated bylaws, each as amended.
Common Stock
The holders of common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. Subject to preferences
that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of common stock are entitled to receive ratably any dividends out of assets legally available therefor as our board of directors may from time
to time determine. Upon liquidation, dissolution or winding up of our company, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding
shares of preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are
fully paid and nonassessable.
Holders of our common stock have no preemptive or conversion rights or other subscription rights, and there
are no redemption or sinking fund provisions applicable to the common stock. The outstanding shares of common stock are fully paid and nonassessable. The rights, preferences and privileges of the holders of our common stock are subject to, and may
be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
Beginning October 2, 2018, our common stock is expected to be listed on the New York Stock Exchange under the symbol RAMP.
The transfer agent and registrar for the common stock is Computershare Investor Services. Its address is 7557 Rambler Road, Suite 800A, Dallas, TX 75231, and its telephone number is (979)
691-6033.