If
this form relates to the registration of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨
Securities Act registration statement file number to which this form relates:
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(if
applicable)
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
Rights to Purchase Series B Junior Participating Preferred Stock
Nasdaq Global Market
Securities
to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ADVANCED EMISSIONS SOLUTIONS, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
Description
of Registrant’s Securities to be Registered.
On March 15, 2022, Advanced Emissions Solutions, Inc. (the "Company") entered into the Fifth Amendment to Tax Asset Protection Plan (the "Fifth Amendment") between the Company and Computershare Trust Company, N.A. (the "Rights Agent") that amends the Tax Asset Protection Plan dated May 5, 2017, as amended (the "TAPP") between the Company and the Rights Agent.
The Fifth Amendment amends the definition of "Final Expiration Date" under the TAPP to extend the duration of the TAPP and makes associated changes in connection
therewith. Pursuant to the Fifth Amendment, the Final Expiration Date shall be the close of business on the earlier of (i) December 31, 2023 or (ii) December 31, 2022 if stockholder approval has not been obtained prior to such date.
The rights issued pursuant to the TAPP are in all respects subject to and governed by the provisions of the TAPP, as amended. Copies of the TAPP (including the amendments thereto) and the Fifth Amendment are available free of charge from the Company. A copy of the TAPP was previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May
8, 2017. A copy of the First Amendment to the Tax Asset Protection Plan was previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 11, 2018. A copy of the Second Amendment to the Tax Asset Protection Plan was previously filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 11, 2019. A copy of the Third Amendment to the Tax Asset Protection Plan was previously filed as Exhibit 4.4 to the Company’s Current
Report on Form 8-K filed on April 9, 2020. A copy of the Fourth Amendment to the Tax Asset Protection Plan was previously filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on April 13, 2021. A copy of the Fifth Amendment has been filed as Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on March 16, 2022. The foregoing descriptions of the TAPP, as amended, and the Fifth Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such exhibits and to the
Company’s Registration Statement on Form 8-A filed on May 8, 2017 (as amended on April 11, 2018, April 11, 2019, April 9, 2020 and April 13, 2021), which are incorporated by reference herein.
Item 2.
Exhibits.
The
following exhibits are filed as a part of this Registration Statement:
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.