|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/20 Lindblad Expeditions Holdings Inc 10-K 12/31/19 95:10M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.24M
2: EX-4.2 Exhibit 4.2 -Securities Registered Pursuant to HTML 36K
Section 12
3: EX-10.34 Exhibit 10.34 - Addendum No. 1 to Shipbuilding HTML 35K
Contract
4: EX-21.1 Exhibit 21.1 - Subsidiaries List HTML 33K
5: EX-23.1 Exhibit 23.1 - Auditor's Consent HTML 29K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
61: R1 Document And Entity Information HTML 67K
27: R2 Consolidated Balance Sheets HTML 125K
36: R3 Consolidated Balance Sheets (Parentheticals) HTML 45K
93: R4 Consolidated Statements of Operations HTML 105K
63: R5 Consolidated Statements of Comprehensive Income HTML 54K
(Loss)
29: R6 Consolidated Statements of Stockholders' Equity HTML 87K
38: R7 Consolidated Statements of Cash Flows HTML 130K
90: R8 Note 1 - Business HTML 36K
64: R9 Note 2 - Summary of Significant Accounting HTML 213K
Policies
81: R10 Note 3 - Earnings Per Share HTML 62K
71: R11 Note 4 - Property and Equipment HTML 48K
16: R12 Note 5 - Goodwill and Intangible Assets HTML 67K
46: R13 Note 6 - Long-term Debt HTML 97K
82: R14 Note 7 - Financial Instruments and Fair Value HTML 99K
Measurements
72: R15 Note 8 - Income Taxes HTML 135K
17: R16 Note 9 - Commitments and Contingencies HTML 74K
48: R17 Note 10 - Employee Benefit Plan HTML 34K
80: R18 Note 11 - Stockholders' Equity HTML 45K
73: R19 Note 12 - Stock-based Compensation HTML 130K
33: R20 Note 13 - Related Party Transactions HTML 34K
44: R21 Note 14 - Segment Information HTML 122K
94: R22 Note 15 - Quarterly Financial Data - Unaudited HTML 61K
65: R23 Significant Accounting Policies (Policies) HTML 314K
34: R24 Note 2 - Summary of Significant Accounting HTML 126K
Policies (Tables)
45: R25 Note 3 - Earnings Per Share (Tables) HTML 57K
95: R26 Note 4 - Property and Equipment (Tables) HTML 42K
67: R27 Note 5 - Goodwill and Intangible Assets (Tables) HTML 65K
35: R28 Note 6 - Long-term Debt (Tables) HTML 73K
43: R29 Note 7 - Financial Instruments and Fair Value HTML 93K
Measurements (Tables)
50: R30 Note 8 - Income Taxes (Tables) HTML 129K
20: R31 Note 9 - Commitments and Contingencies (Tables) HTML 44K
69: R32 Note 12 - Stock-based Compensation (Tables) HTML 112K
79: R33 Note 14 - Segment Information (Tables) HTML 117K
49: R34 Note 15 - Quarterly Financial Data - Unaudited HTML 57K
(Tables)
19: R35 Note 1 - Business (Details Textual) HTML 29K
68: R36 Note 2 - Summary of Significant Accounting HTML 112K
Policies (Details Textual)
78: R37 Note 2 - Summary of Significant Accounting HTML 39K
Policies -Disaggregation of Revenues by Type
(Details)
51: R38 Note 2 - Summary of Significant Accounting HTML 33K
Policies - Change in Contract Liabilities
(Details)
18: R39 Note 2 - Summary of Significant Accounting HTML 37K
Policies - Reconciliation of Cash, Cash
Equivalents, and Restricted Cash (Details)
39: R40 Note 2 - Summary of Significant Accounting HTML 35K
Policies - Restricted Cash and Marketable
Securities (Details)
30: R41 Note 2 - Summary of Significant Accounting HTML 45K
Policies - Prepaid Expenses and Other Current
Assets (Details)
62: R42 Note 2 - Summary of Significant Accounting HTML 40K
Policies - Property and Equipment, Net (Details)
92: R43 Note 2 - Summary of Significant Accounting HTML 57K
Policies - Accounts Payable and Accrued Expenses
(Details)
37: R44 Note 3 - Earnings Per Share (Details Textual) HTML 34K
28: R45 Note 3 - Earnings Per Share - Schedule of Earnings HTML 68K
Per Share (Details)
60: R46 Note 4 - Property and Equipment (Details Textual) HTML 38K
91: R47 Note 4 - Property and Equipment - Property and HTML 41K
Equipment (Details)
40: R48 Note 5 - Goodwill and Intangible Assets (Details HTML 39K
Textual)
26: R49 Note 5 - Goodwill and Intangible Assets - HTML 45K
Intangible Assets (Details)
21: R50 Note 5 - Goodwill and Intangible Assets - Future HTML 43K
Amortization Expense (Details)
53: R51 Note 6 - Long-term Debt (Details Textual) HTML 120K
85: R52 Note 6 - Long-term Debt - Long-term Debt (Details) HTML 58K
76: R53 Note 6 - Long-term Debt - Future Minimum Principal HTML 48K
Payments of Long-term Debt (Details)
22: R54 Note 7 - Financial Instruments and Fair Value HTML 46K
Measurements (Details Textual)
54: R55 Note 7 - Financial Instruments and Fair Value HTML 43K
Measurements - Detailed Terms of Interest Rate
Caps and The portion of The Company Term Facility
(Details)
86: R56 Note 7 - Financial Instruments and Fair Value HTML 31K
Measurements - Derivative Instruments Notional
Values (Details)
77: R57 Note 7 - Financial Instruments and Fair Value HTML 45K
Measurements - Estimated Fair Values of Derivative
Instruments (Details)
23: R58 Note 7 - Financial Instruments and Fair Value HTML 42K
Measurements - Derivatives Recognized in Condensed
Consolidation Financial Statements (Details)
52: R59 Note 8 - Income Taxes (Details Textual) HTML 40K
88: R60 Note 8 - Income Taxes - U.S. and Foreign HTML 36K
Components of Income (Details)
57: R61 Note 8 - Income Taxes - Income Tax Provisions HTML 56K
(Details)
31: R62 Note 8 - Income Taxes - Reconciliation of Income HTML 72K
Tax (Benefit) Expense (Details)
41: R63 Note 8 - Income Taxes - Deferred Tax Assets HTML 50K
(Liabilities) (Details)
89: R64 Note 8 - Income Taxes - Unrecognized Tax Benefits HTML 34K
(Details)
58: R65 Note 9 - Commitments and Contingencies (Details HTML 73K
Textual)
32: R66 Note 9 - Commitments and Contingencies - Operating HTML 43K
Lease Payment (Details)
42: R67 Note 9 - Commitments and Contingencies - Operating HTML 28K
Lease Payment (Details) (Parentheticals)
87: R68 Note 9 - Commitments and Contingencies - Charter HTML 33K
Commitments (Details)
59: R69 Note 10 - Employee Benefit Plan (Details Textual) HTML 32K
75: R70 Note 11 - Stockholders' Equity (Details Textual) HTML 106K
84: R71 Note 12 - Stock-based Compensation (Details HTML 93K
Textual)
56: R72 Note 12 - Stock-based Compensation - Summary of HTML 58K
PSU, Restricted Share and RSU Activity (Details)
25: R73 Note 12 - Stock-based Compensation - Summary of HTML 78K
Option Activity (Details)
74: R74 Note 13 - Related Party Transactions (Details HTML 36K
Textual)
83: R75 Note 14 - Segment Information (Details Textual) HTML 39K
55: R76 Note 14 - Segment Information - Segment HTML 79K
Information (Details)
24: R77 Note 15 - Quarterly Financial Data - Unaudited - HTML 43K
Quarterly Financial Data (Details)
66: XML IDEA XML File -- Filing Summary XML 175K
70: EXCEL IDEA Workbook of Financial Reports XLSX 98K
10: EX-101.INS XBRL Instance -- lind-20191231 XML 2.84M
12: EX-101.CAL XBRL Calculations -- lind-20191231_cal XML 213K
13: EX-101.DEF XBRL Definitions -- lind-20191231_def XML 1.67M
14: EX-101.LAB XBRL Labels -- lind-20191231_lab XML 1.38M
15: EX-101.PRE XBRL Presentations -- lind-20191231_pre XML 1.69M
11: EX-101.SCH XBRL Schema -- lind-20191231 XSD 251K
47: ZIP XBRL Zipped Folder -- 0001437749-20-003599-xbrl Zip 242K
Exhibit 4.2
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of December 31, 2019, Lindblad Expeditions Holdings, Inc. (“Lindblad,” “we” or “our”) had one class of securities, our common stock, par value $0.0001 per share (“Common Stock”), registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description of our Common Stock is a summary and is subject to, and is qualified in its entirety by reference to the provisions of our Second Amended and Restated Certificate of Incorporation and our Bylaws, copies of which are incorporated by reference as Exhibits 3.1 and 3.2, respectively, to our Annual Report on Form 10-K for the year ended December 31, 2019 of which this Exhibit 4.2 is a part.
We are authorized to issue 200,000,000 shares of Common Stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. As of December 31, 2019, 49,626,498 shares of Common Stock were outstanding.
Our stockholders are entitled to one vote for each share of Common Stock held on all matters to be voted on by stockholders. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors. Our stockholders have no liquidation, conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of Common Stock.
Under the U.S. laws applicable to the transportation of passengers in the U.S. coastwise trades and the regulations promulgated thereunder (the “Coastwise Laws”) and so long as we operate U.S. flagged vessels in coastwise trade, at least 75% of the outstanding shares of each class or series of our capital stock must be beneficially owned and controlled by U.S. citizens within the meaning of the Coastwise Laws. Certain provisions of our Second Amended and Restated Certificate of Incorporation are intended to facilitate compliance with this requirement.
Under the provisions of our Second Amended and Restated Certificate of Incorporation, any transfer, or attempted transfer, of any shares of capital stock will be void if the effect of such transfer, or attempted transfer, would be to cause one or more non-U.S. citizens in the aggregate to own (of record or beneficially) shares of any class or series of our capital stock in excess of 22% of the outstanding shares of such class or series.
In the event such restrictions voiding transfers would be ineffective for any reason, our Second Amended and Restated Certificate of Incorporation provides that if any transfer would otherwise result in the number of shares of any class or series of capital stock owned (of record or beneficially) by non-U.S. citizens being in excess of 22% of the outstanding shares of such class or series, such transfer will cause such excess shares to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries that are U.S. citizens. The proposed transferee will have no rights in the shares transferred to the trust, and the trustee, who is a U.S. citizen chosen by us and unaffiliated with us or the proposed transferee, will have all voting, dividend and distribution rights associated with the shares held in the trust. The trustee will sell such excess shares to a U.S. citizen within 20 days of receiving notice from us and distribute to the proposed transferee the lesser of the price that the proposed transferee paid for such shares and the amount received from the sale, and any gain from the sale will be paid to the charitable beneficiary of the trust.
These trust transfer provisions also apply to situations where ownership of a class or series of capital stock by non-U.S. citizens in excess of 22% would be exceeded by a change in the status of a record or beneficial owner thereof from a U.S. citizen to a non-U.S. citizen, in which case such person will receive the lesser of the market price of the shares on the date of such status change and the amount received from the sale. In addition, under our Second Amended and Restated Certificate of Incorporation, if the sale or other disposition of shares of Common Stock would result in non-U.S. citizens owning (of record or beneficially) in excess of 22% of the outstanding shares of Common Stock, the excess shares shall be automatically transferred to a trust for disposal by a trustee in accordance with the trust transfer provisions described above. As part of the foregoing trust transfer provisions, the trustee will be deemed to have offered the excess shares in the trust to us at a price per share equal to the lesser of (i) the market price on the date we accept the offer and (ii) the price per share in the purported transfer or original issuance of shares, as described in the preceding paragraph, or the market price per share on the date of the status change, that resulted in the transfer to the trust.
As a result of the above trust transfer provisions, a proposed transferee that is a non-U.S. citizen or a record or beneficial owner whose citizenship status change results in excess shares may not receive any return on its investment in shares it purportedly purchases or owns, as the case may be, and it may sustain a loss.
To the extent that the above trust transfer provisions would be ineffective for any reason, our Second Amended and Restated Certificate of Incorporation provides that, if the percentage of the shares of any class or series of capital stock owned (of record or beneficially) by non-U.S. citizens is known to us to be in excess of 22% for such class or series, we, in our sole discretion, shall be entitled to redeem all or any portion of such shares most recently acquired (as determined by us in accordance with guidelines that are set forth in our Second Amended and Restated Certificate of Incorporation), by non-U.S. citizens, or owned (of record or beneficially) by non-U.S. citizens as a result of a change in citizenship status, in excess of such permitted percentage for such class or series at a redemption price based on a fair market value formula that is set forth in our Second Amended and Restated Certificate of Incorporation. Such excess shares shall not be accorded any voting, dividend or distribution rights until they have ceased to be excess shares, provided that they have not been already redeemed by us.
In order to assist our compliance with the Coastwise Laws, our Second Amended and Restated Certificate of Incorporation permits us to require that any record or beneficial owner of any shares of our capital stock provide us with certain documentation concerning such owner’s citizenship. These provisions include a requirement that every person acquiring, directly or indirectly, five percent (5%) or more of the shares of any class or series of our capital stock must provide us with specified citizenship documentation. In the event that any person does not submit such requested or required documentation to us, our Second Amended and Restated Certificate of Incorporation provides us with certain remedies, including the suspension of the voting rights of the person’s shares owned by persons unable or unwilling to submit such documentation and the payment of dividends and distributions with respect to those shares into a segregated account.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/20 | |||
| For Period end: | 12/31/19 | 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Lindblad Expeditions Holdings Inc 10-K/A 12/31/23 89:8.5M RDG Filings/FA 3/06/24 Lindblad Expeditions Holdings Inc 10-K 12/31/23 93:10M RDG Filings/FA 3/10/23 Lindblad Expeditions Holdings Inc 10-K 12/31/22 99:10M RDG Filings/FA 2/28/22 Lindblad Expeditions Holdings Inc 10-K 12/31/21 103:12M RDG Filings/FA 3/12/21 Lindblad Expeditions Holdings Inc 10-K 12/31/20 98:12M RDG Filings/FA 10/06/20 Lindblad Expeditions Holdings Inc 424B3 1:856K Toppan Merrill/FA |