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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
TRAVIS BOATS & MOTORS, INC.
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(Exact name of Registrant as specified in its charter)
TEXAS 74-2024798
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
13045 RESEARCH BOULEVARD
AUSTIN, TEXAS 78750
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None.
TITLE OF EACH CLASS TO NAME OF EACH EXCHANGE IN WHICH
BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
_____________________________________ ______________________________________
_____________________________________ ______________________________________
_____________________________________ ______________________________________
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:
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class)
Page 1 of 7 sequentially numbered pages. Index to Exhibits is on Page 4.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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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. 333-03283, as filed by the Registrant with the
Securities and Exchange Commission on May 7, 1996 ("Form S-1"), relating to
Registrant's Common Stock, $.01 Par Value Per Share.
ITEM 2. EXHIBITS.
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1. Copies of the above-described pages relating to the "Description of
Capital Stock" are attached as Exhibit 1.
2. 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 -- Restated Articles of Incorporation of the Registrant, as
amended.
3.2 -- Restated Bylaws of the Registrant, as amended.
4.1 -- Specimen stock certificate evidencing the Common Stock.
Page 2 of 7 sequentially numbered pages. Index to Exhibits is on Page 4.
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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.
TRAVIS BOATS & MOTORS, INC.
By: /s/Michael B. Perrine
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Michael B. Perrine
Chief Financial Officer
Dated: May 23, 1996.
Page 3 of 7 sequentially numbered pages. Index to Exhibits is on Page 4.
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INDEX TO EXHIBITS
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Sequentially
Numbered
Exhibit Number Description Page
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1 Copies of above-described 5-7
"Description of Capital Stock"
included in the Registrant's
Registration Statement on Form S-1,
Reg. No. 333-03283, as filed with the
Securities and Exchange Commission
on May 7, 1996 ("Form S-1").
2 Incorporated by reference are the 2
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 Restated Articles of
Incorporation of the
Registrant, as amended.
3.2 Restated Bylaws of the
Registrant, as amended.
4.1 Specimen stock certificate
evidencing the Common
Stock.
Page 4 of 7 sequentially numbered pages. Index to Exhibits is on Page 4.
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DESCRIPTION OF CAPITAL STOCK
The following description of the capital stock of the Company does not purport
to be complete and is subject to and qualified in its entirety by the Articles
of Incorporation and Bylaws of the Company which are included as exhibits to the
registration statement of which this Prospectus is a part, and by the provisions
of applicable law.
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
Effective prior to the closing of this offering, the authorized capital
stock of the Company will consist of 50,000,000 shares of Common Stock, $.01
par value, and 1,000,000 shares of Preferred Stock, $.01 par value, issuable
in series. As of the date of this Prospectus, 2,683,506 shares of Common Stock
were issued and outstanding and held by 24 persons. A total of 133,867 shares
of Common Stock are reserved for issuance upon the exercise of options granted
to Mark T. Walton, Ronnie L. Spradling and Michael B. Perrine, and 200,000
shares of Common Stock are reserved for issuances of Awards under the
Incentive Stock Plan. No shares of Preferred Stock are issued or outstanding.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders, voting with the holders of
Preferred Stock as a single class, except where class voting is required by
the Texas Business Corporation Act. Cumulative voting in the election of
directors is not permitted and the holders of a majority of the combined
number of outstanding shares of Common Stock and Preferred Stock entitled to
vote in any election of directors may elect all of the directors standing for
election. Upon the closing of this offering, the holders of a majority of the
outstanding shares of Common Stock will be able to elect all of the directors.
Holders of Common Stock are entitled to receive ratably such dividends, if
any, as may be declared by the Board of Directors out of funds legally
available therefor, subject to any preferential dividend rights of outstanding
Preferred Stock. Upon a liquidation, dissolution or winding up of the Company,
the holders of Common Stock are entitled to receive ratably the net assets of
the Company available after the payment of all debts and other liabilities and
subject to the prior rights of any outstanding Preferred Stock. The holders of
Common Stock have no preemptive, subscription, redemption or conversion
rights. The outstanding shares of Common Stock are, and the shares offered by
the Company in this offering, will be, when issued and paid for, fully paid
and nonassessable.
PREFERRED STOCK
The Board of Directors may issue Preferred Stock in one or more series and
may designate the dividend rate, voting rights and other rights, preferences
and restrictions of each series without further stockholder approval. It is
not possible to predict the effect of the issuance of Preferred Stock upon the
rights of holders of Common Stock unless and until the Board of Directors
determines the specific rights of the holders of a series of Preferred Stock.
However, such effects might include, among other things, restricting dividends
on Common Stock, diluting the voting power of Common Stock, impairing the
liquidation rights of Common Stock and delaying, discouraging or preventing a
change in control of the Company without further action by the stockholders.
ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's Articles of Incorporation and Bylaws,
the Company's Incentive Stock Plan and the indemnification agreements with
directors and officers of the Company may be deemed to have an anti-takeover
effect and may delay, defer or prevent a tender offer or takeover attempt that
a stockholder might consider to be in that stockholder's best interest,
including attempts that might result in a premium over the market price for
the shares held by stockholders.
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ARTICLES OF INCORPORATION AND BYLAWS. Pursuant to the Company's Articles of
Incorporation, the Company's Board of Directors may issue additional shares of
Common Stock or establish one or more series of Preferred Stock having the
number of shares, designations, relative voting rights, dividend rates,
liquidation and other rights, preferences and limitations that the Board of
Directors fixes without stockholder approval. Any additional issuance of
Common Stock or designation of rights, preferences, privileges and limitations
with respect to Preferred Stock could have the effect of impeding or
discouraging the acquisition of control of the Company by means of a merger,
tender offer, proxy contest or otherwise, and thereby protect the continuity
of the Company's management. Specifically, if, in the due exercise of its
fiduciary obligations, the Board of Directors were to determine that a
takeover proposal was not in the Company's best interest, shares could be
issued by the Board of Directors without stockholder approval in one or more
transactions that might prevent or render more difficult or costly the
completion of the takeover transactions by diluting the voting or other rights
of the proposed acquiror or insurgent stockholder group, by putting a
substantial voting lock in institutional or other hands that might undertake
to support the position of the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the takeover, or otherwise.
The Company's Bylaws provide that the Board of Directors shall be divided into
three classes of two or three directors each, with each class elected for three-
year terms expiring in successive years. The Company's Articles of Incorporation
also allow the Board of Directors to fix the number of directors in the Bylaws
with no minimum or maximum number of directors required. The effect of these
provisions may be to delay or prevent a tender offer or takeover attempt that a
stockholder might consider to be in his best interest, including attempts that
might result in a premium over the market price for the shares held by the
stockholders. Cumulative voting in the election of directors is specifically
denied. Although the Bylaws do not give the Board any power to approve or
disapprove stockholder nominations for the election of directors or of any other
business desired by stockholders to be conducted at an annual or any other
meeting, provisions of the Bylaws (i) may have the effect of precluding a
nomination for the election of directors or precluding the conduct of business
at a particular annual meeting if the proper procedures are not followed and
(ii) may discourage or deter a third party from conducting a solicitation of
proxies to elect its own slate of directors or otherwise attempting to obtain
control of the Company, even if the conduct of such solicitation or attempt
might be beneficial to the Company and its stockholders.
The Company's Articles of Incorporation and Bylaws provide that special
meetings of stockholders generally can be called only by the President or
Board of Directors or by holders of at least 25% of the voting stock of the
Company and provide for an advance notice procedure for the nomination, other
than by or at the direction of the Board of Directors or a committee of the
Board of Directors, of candidates for election as directors as well as for
other stockholder proposals to be considered at annual meetings of
stockholders. In general, notice of intent to nominate a director or raise
business at such meetings must be received by the Company not less than 30 nor
more than 60 days before the meeting, and must contain certain information
concerning the person to be nominated or the matters to be brought before the
meeting and concerning the stockholder submitting the proposal.
INCENTIVE STOCK PLAN. Awards granted pursuant to the Company's Incentive
Stock Plan may provide that, under certain circumstances, upon a change in
control of the Company, all outstanding stock options will become immediately
vested and exercisable in full and the restriction period on any restricted
stock award will be accelerated and the restrictions shall expire. It is
anticipated that all options granted under the Incentive Stock Plan will
contain such a provision. As of the date of this Prospectus, no options have
been granted under the Incentive Stock Plan. See "Management--Stock Option
Plans and Agreements."
INDEMNIFICATION OF OFFICERS AND DIRECTORS; LIMITATION OF DIRECTOR
LIABILITY. The Company has entered into indemnification agreements with all of
its directors and executive officers, which, among other things, require the
Company to indemnify directors against liability arising from stockholder
claims of a breach of duty by a director if a director votes against a
transaction that would result in a change of control of the Company. The
Company's Articles of Incorporation also provide that its directors shall not
be liable for monetary damages caused by an act or omission occurring in their
capacity as directors. This provision does not eliminate the duty of care,
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Texas law. In
addition, each director will continue to be subject to liability for
Page 6 of 7 sequentially numbered pages. Index to Exhibits is on Page 4.
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breach of the director's duty of loyalty to the Company, for acts or omissions
not in good faith or involving intentional misconduct, for knowing violations
of law, for actions leading to improper personal benefit to a director and for
payment of dividends or acts or omissions for which a director is made
expressly liable by applicable statute. The limitations on liability provided
for in the Company's Articles of Incorporation do not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Company believes that these
provisions will assist the Company in attracting and retaining qualified
individuals to serve as executive officers and directors.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Company's Common Stock is KeyCorp
Stockholder Services, Inc., Dallas, Texas.
Page 7 of 7 sequentially numbered pages. Index to Exhibits is on Page 4.
