FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DAWSON PRODUCTION SERVICES, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 74-2231546
(State of incorporation or organization) (I.R.S. Employer Identification No.)
112 E. PECAN STREET, SUITE 1000
SAN ANTONIO, TEXAS 78205
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS TO NAME OF EACH EXCHANGE IN WHICH
BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
---------------- ------------------------------
Common Stock, $.01 par value per share New York Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference herein is the entire discussion appearing under
the caption "Description of Capital Stock," in the Registration Statement on
Form S-1, Registration No. 333-19413, as filed by the Registrant with the
Securities and Exchange Commission on February 14, 1997 ("Form S-1"), relating
to Registrant's Common Stock, $.01 Par Value Per Share.
ITEM 2. EXHIBITS.
1. Incorporated by reference are the following exhibits to the
Registrant's Registration Statement on Form S-1 as described in Item 16, pages
II-3 through II-5, thereof.
3.1 -- Amended and Restated Articles of Incorporation of the
Registrant, as amended.
3.2 -- Bylaws of the Registrant, as amended.
2. A specimen stock certificate evidencing the Common Stock is attached as
Exhibit 2.
<PAGE>
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.
DAWSON PRODUCTION SERVICES, INC.
By: /s/ KAREN RICHTER
Karen Richter
Secretary
Dated: July 2, 1998.
INCORPORATED UNDER THE COMMON STOCK
LAWS OF THE STATE OF TEXAS PAR VALUE $.01
NUMBER SHARES
C
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 239423 10 6
CHICAGO, IL. OR NEW YORK, NY.
SEE REVERSE FOR CERTAIN
TERMS AND CONDITIONS
DAWSON PRODUCTION SERVICES, INC.
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK of
Dawson Production Services, Inc. transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney, upon surrender of
this Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be subject to all the provisions of the Articles of
Incorporation of the Corporation and any amendment thereto, copies of which are
on file with the Corporation and the Transfer Agent, to all of which the holder
by acceptance hereby assents. This Certificate is not valid unless duly
countersigned by the Transfer Agent and registered by the Registrar.
In Witness Whereof, the Corporation has caused this Certificate to be
signed by facsimile by its duly authorized officers and the facsimile seal of
the Corporation to be duly affixed hereto.
Dated
COUNTERSIGNED AND REGISTERED:
HARRIS TRUST AND SAVINGS BANK
TRANSFER AGENT
AND REGISTRAR
BY
SECRETARY PRESIDENT AUTHORIZED SIGNATURE
<PAGE>
A STATEMENT DENYING PREEMPTIVE RIGHTS OF SHAREHOLDERS IS SET FORTH IN
THE ARTICLES OF INCORPORATION, AS AMENDED, ON FILE IN THE OFFICE OF THE
SECRETARY OF STATE OF TEXAS. THE CORPORATION WILL FURNISH A COPY OF SUCH
STATEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON REQUEST TO
THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.
THE CORPORATION IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS AND
TO ISSUE PREFERRED SHARES IN SERIES. A STATEMENT OF THE DESIGNATIONS,
PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS
AUTHORIZED TO BE ISSUED BY THE CORPORATION, THE VARIATIONS IN THE RELATIVE
RIGHTS AND PREFERENCES OF THE SHARES OF EACH SERIES OF PREFERRED SHARES TO THE
EXTENT THEY HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF
DIRECTORS OF THE CORPORATION TO FIX AND DETERMINE THE RELATIVE RIGHTS AND
PREFERENCES OF ANY SERIES OF PREFERRED SHARES IS SET FORTH IN THE ARTICLES OF
INCORPORATION OF THE CORPORATION ON FILE IN THE OFFICE OF THE SECRETARY OF STATE
OF TEXAS. THE CORPORATION WILL FURNISH A COPY OF SUCH STATEMENT TO THE RECORD
HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON WRITTEN REQUEST TO THE CORPORATION
AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.
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:
<TABLE>
<S> <C>
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 under Uniform Gifts to Minors
in common Act__________________________
(State)
</TABLE>
Additional abbreviations may also be sued 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 common stock represented by the within Certificate, and do(es) hereby
irrevocably consitute 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 X___________________________________________
ASSIGNMENT MUST CORRES- (SIGNATURE)
POND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF X___________________________________________
THE CERTIFICATE IN EVERY (SIGNATURE)
PARTICULAR WITHOUT ALTER-
ATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
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.
- --------------------------------------------------------------------------------
SIGNATURE(S) GUARANTEED BY:
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement between Dawson Production Services, Inc. (the
"Corporation") and Harris Trust Company of New York as Rights Agent therein
named, dated as of September 11, 1997, as the same may be amended from time to
time (the "Rights Agreement"), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal offices of the
Corporation. Under certain circumstances, as set forth in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Corporation shall mail to the registered
holder of this certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Under certain circumstances set forth in
the Rights Agreement, Rights may be redeemed. Rights issued to, or held by, an
Acquiring Person or any Affiliate or Associate thereof (as defined in the Rights
Agreement) whether currently held by or on behalf of such person or by any
subsequent holder may become null and void.
