<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GARGOYLES, INC.
(Exact name of Registrant as specified in its charter)
Washington 91-1247269
- ---------------------------------- ----------------------------------
(State of incorporation or (I.R.S. Employer Identification
organization) No.)
5866 South 194th Street
Kent, Washington 98032
- ---------------------------------- ----------------------------------
(Address of principal executive (Zip Code)
offices)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] 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(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ---------------------------------- ----------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
-----------------------------------
(Title of Class)
Page 1 of 3
Exhibit Index on Page 3
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the Common Stock being registered, reference is made
to the section entitled "Description of Capital Stock" included in the
Prospectus (the "Prospectus") dated September 4, 1996 contained in the
Registrant's Registration Statement on Form S-1, File No. 333-07573, filed with
the Securities and Exchange Commission on July 3, 1996, as amended (the
"Registration Statement"). A copy of pages 55 and 56 of the Prospectus are
attached as Exhibit 3 to this filing pursuant to Rule 12b-23 under the
Securities Exchange Act of 1934, as amended.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
- ----------- ------------------------------------------------------------
1 Amended and Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 3.1 to the
Registration Statement.)
2 Bylaws. (Incorporated by reference to Exhibit 3.2 to the
Registration Statement.)
3 Pages 55 and 56 of the Prospectus.
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
GARGOYLES, INC.
DOUGLAS B. HAUFF
-------------------------------------
Douglas B. Hauff
President and Chief Executive Officer
Dated: September 9, 1996
Page 2 of 3
<PAGE> 3
EXHIBIT INDEX
Exhibit No. Description Sequential
Page No.
1 Amended and Restated Articles of Incorporation. --
(Incorporated by reference to Exhibit 3.1 to
the Registration Statement.)
2 Bylaws. (Incorporated by reference to Exhibit 3.2 --
to the Registration Statement.)
3 Pages 55 and 56 of the Prospectus. Filed
herewith
Page 3 of 3
<PAGE> 4
Exhibit 3
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 40,000,000 shares
of Common Stock, no par value, and 10,000,000 shares of Preferred Stock, no par
value. The following summary description of the Company's capital stock is
qualified in its entirety by reference to the Restated Articles and the Bylaws
of the Company, copies of which are filed as filed as exhibits to the
Registration Statement of which this Prospectus forms a part.
COMMON STOCK
On August 9, 1996, there were 5,464,543 shares of Common Stock
outstanding, held of record by 23 shareholders. Holders of Common Stock are
entitled to one vote per share on all matters submitted to a vote of
shareholders. There are no cumulative voting rights for the election of
directors. 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, subject to preferences that may be applicable to any
outstanding Preferred Stock. In the event of the liquidation, dissolution or
winding up of the Company, holders of Common Stock are entitled to share ratably
in all assets remaining after payment of liabilities and the liquidation
preference of any outstanding Preferred Stock. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights. All outstanding
shares of Common Stock are, and all shares of Common Stock to be outstanding
upon completion of the Offering will be, fully paid and nonassessable.
PREFERRED STOCK
The Company's Board of Directors has the authority to issue up to
10,000,000 shares of Preferred Stock in one or more series and to fix the
powers, designations, rights, preferences and restrictions thereof, including
dividend rights, conversion rights, voting rights, redemption terms, liquidation
preferences and the number of shares consisting each such series, without any
further vote or action by the Company's shareholders. Upon the closing of the
Offering, no shares of Preferred Stock will be outstanding. The issuance of
Preferred Stock in certain circumstances may delay, deter or prevent a change in
control of the Company, may discourage bids for the Company's Common Stock at a
premium over the market price of the Common Stock and may adversely affect the
market price of, and the voting and other rights of the holders of, the Common
Stock. The Company currently has no plans to issue any Preferred Stock.
<PAGE> 5
WARRANT
On August 9, 1996, there was one warrant outstanding to purchase 38,150
shares of Common Stock at an exercise price of $4.58 per share.
WASHINGTON ANTITAKEOVER STATUTE
Washington law contains certain provisions that may have the effect of
delaying or discouraging a hostile takeover of the Company. In addition, Chapter
23B.19 of the Washington Business Corporation Act prohibits a corporation, with
certain exceptions, from engaging in certain significant business transactions
with an "Acquiring Entity" (defined as a person who acquires 10% or more of the
corporation's voting securities without the prior approval of the corporation's
board of directors) for a period of five years after such acquisition. The
prohibited transactions include, among others, a merger with, disposition of
assets to, or issuance or redemption of stock to or from, the Acquiring Entity,
or allowing the Acquiring Entity to receive any disproportionate benefit as a
shareholder. An Acquiring Entity is further prohibited from engaging in
significant business transactions with the target corporation unless the per
share consideration paid to holders of outstanding shares of Common Stock and
other classes of stock of the target corporation meet certain minimum criteria.
These provisions may have the effect of delaying, deterring or preventing a
change in control of the Company.
CERTAIN PROVISIONS IN RESTATED ARTICLES
Effective with the first annual meeting of shareholders following the
Offering, the Restated Articles provide for the division of the Company's Board
of Directors into three classes, as nearly equal in number as possible, each for
a three-year term, with one class being elected each year by the Company's
shareholders. See "Management--Directors, Executive Officers and Key Employees."
Directors may be removed only for cause and only by a vote of not less than
two-thirds of the shares of the Company's capital stock entitled to vote on an
election of the director whose removal is sought.
The Restated Articles require that certain business combinations
(including a merger, share exchange or the sale, lease, exchange, mortgage,
pledge, transfer or other disposition of a substantial part of the Company's
assets) be approved by the holders of not less than two-thirds of the
outstanding shares, unless such business combination shall have been approved by
a majority of Continuing Directors (defined as those individuals who were
members of the Board of Directors on July 1, 1996 or were elected thereafter on
the recommendation of a majority of the Continuing
-2-
<PAGE> 6
Directors), in which case the affirmative vote
required shall be a majority of the outstanding shares.
Under the Restated Articles, the shareholders may call a special meeting
only upon the request of holders of at least 25% of the outstanding shares. The
Restated Articles also provide that changes to certain provisions of the
Articles of Incorporation, including those regarding amendment of certain
provisions of the Bylaws or Restated Articles, the classified Board of
Directors, special voting provisions for business combinations and special
meetings of shareholders, must be approved by the holders of not less than
two-thirds of the outstanding shares.
It is possible that the provisions discussed above may delay, deter or
prevent a change in control of the Company.
DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY
The Restated Articles include a provision permitted by Washington law that
limits the liability of the Company's directors. Under the provision, no
director shall be personally liable to the Company or its shareholders for
monetary damages for conduct as a director, excluding, however, liability for
acts or omissions involving intentional misconduct or knowing violations of law,
illegal distributions or transactions from which the director receives benefits
to which the director is not legally entitled. In addition, Washington law
provides for broad indemnification by the Company of its officers and directors.
The Company's Bylaws and indemnification agreements entered into between the
Company and its directors implement this indemnification to the fullest extent
permitted by law. Insofar as the indemnity for liabilities arising under the
Securities Act may be permitted to directors or officers of the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock is First
National Bank of Boston.
-3-
