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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
Southern Pacific Funding Corporation
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(Exact name of registrant as specified in its charter)
California 33-0636924
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(State of incorporation or organization) (I.R.S. Employer Identification
No.)
One Centerpointe Drive, Suite 500, Lake Oswego, California 97035
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, no par value New York Stock Exchange
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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
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(Title of class)
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(Title of class)
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SOUTHERN PACIFIC FUNDING CORPORATION
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Incorporated by reference to the section entitled "Description of
Capital Stock" in that portion of the Prospectus contained in Registrant's
Registration Statement on Form S-1 filed with the Securities and Commission on
April 5, 1996, as amended (the "Registration Statement"), at page 56. A
copy of page 56 of the Prospectus is attached hereto as Exhibit 7.1. This
information is being filed concurrently with the New York Stock Exchange.
Item 2. Exhibits.
II.
4.1 The Registrant's Amended and Restated Articles of Incorporation.(1)
4.2 The Registrant's Amended and Restated Bylaws.(1)
5.1 Form of Common Stock Certificate.(1)
7.1 Page 56 of the Prospectus.
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(1) In accordance with the Instructions to this Form 8-A, these Exhibits are
not being filed with, or incorporated by reference in, copies of the
Registration Statement filed with the Securities and Exchange
Commission.
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.
Southern Pacific Funding Corporation
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Date:
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By:
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Gary A. Palmer
Executive Vice President and
Chief Financial Officer
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Exhibit 7.1
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock and 5,000,000 shares of Preferred Stock. At March 31, 1996,
there were 10,375,000 shares of Common Stock outstanding and no shares of
Preferred Stock outstanding. Prior to this Offering, there has been no
established trading market for the Company's Common Stock. No assurance can be
made that an active public trading market for the Common Stock will develop
after the Offering, or if developed, that it will be sustained.
COMMON STOCK
Each holder of Common Stock is entitled to one vote for each share held.
California law generally permits holders of Common Stock to cumulate votes for
the election of directors upon giving notice as required by law and as to be
described in any proxy solicitation material distributed by the Company to
shareholders in connection with such election. The Company's Articles of
Incorporation do not contain a prohibition on cumulative voting. The Common
Stock is not convertible into any other security.
Holders of Common Stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors out of funds legally available
therefor. See "Dividend Policy." In the event of a liquidation, dissolution
or winding up of the Company, holders of Common Stock would be entitled to share
in the Company's assets remaining after the payment of liabilities and the
satisfaction of any liquidation preference granted the holders of any
outstanding shares of Preferred Stock. The Common Stock has no preemptive or
other subscription rights. The outstanding shares of Common Stock are, and the
Common Stock offered hereby will be when issued, fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors has the authority, without further action by the
shareholders of the Company, to issue up to 5,000,000 shares of Preferred Stock
in one or more series, and to fix the designations, rights, preferences,
privileges, qualifications and restrictions thereof including dividend rights,
conversion rights, voting rights, rights and terms of redemption, liquidation
preferences and sinking fund terms, any or all of which may be greater than the
rights of the Common Stock. The Board of Directors, without shareholder
approval, can issue Preferred Stock with voting, conversion and other rights
which could adversely affect the voting power and other rights of the holders of
Common Stock. Preferred Stock could thus be issued quickly with terms calculated
to delay or prevent a change in control of the Company or to make removal of
management more difficult. In certain circumstances, such issuance could have
the effect of decreasing the market price of the Common Stock. The issuance of
Preferred Stock may have the effect of delaying, deterring or preventing a
change in control of the Company without any further action by the shareholders
including, but not limited to, a tender offer to purchase Common Stock at a
premium over then current market prices. The Company has no present plan to
issue any shares of Preferred Stock.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is Norwest Bank
Minnesota, N.A., Minneapolis, Minnesota.
