Commission File No. _____________
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
CARRIAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0423828
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1300 POST OAK BLVD., SUITE 1500
HOUSTON, TEXAS 77056
(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
TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
- ------------------- ------------------------------------
Class A Common Stock, par Nasdaq National Market
value $.01 per share
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions 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
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the Class A Common
Stock, par value $.01 per share (the "Common Stock"), of Carriage Services,
Inc., a Delaware corporation (the "Company").
For a description of the Common Stock, see the information set forth
under the caption "Description of Capital Stock" in the Prospectus contained in
the Registration Statement on Form S-1 (Registration No. 333-05545), as amended,
filed by the Company on June 7, 1996, which is incorporated herein by reference.
Such description is set forth in Exhibit 4 to this Registration Statement.
ITEM 2. EXHIBITS.
Unless otherwise indicated, the following exhibits have been filed with
the Nasdaq National Market only:
1. Amended and Restated Certificate of Incorporation of the Company
2. Amended and Restated Bylaws of the Company
3. Form of Common Stock Certificate
*4. Copy of the information set forth under the caption "Description
of Capital Stock" in the Prospectus that is included in the
Company's Registration Statement on Form S-1, as amended
(Registration No. 333-05545).
*Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CARRIAGE SERVICES, INC.
(Registrant)
By \s\ MELVIN C. PAYNE
Name: Melvin C. Payne
Title: President
Date: July 23, 1996
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EXHIBIT 4
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 30,000,000 shares
of common stock and 50,000,000 shares of preferred stock, par value $.01 per
share ("Preferred Stock"). The Common Stock is divided into two classes: Class A
Common Stock and Class B Common Stock. The Class A Common Stock and the Class B
Common Stock are collectively referred to as "Common Stock."
COMMON STOCK
As of June 30, 1996, 2,521,000 shares of Common Stock were outstanding and
held of record by 17 persons. Upon completion of the Offering, 3,400,000 shares
of Class A Common Stock will be outstanding. In addition, 4,501,476 shares of
Class B Common Stock will be outstanding after giving effect to the mandatory
conversion of all outstanding shares of Preferred Stock (other than the Series D
Preferred Stock) into 1,980,475 shares of Class B Common Stock. This total
excludes 90,000 shares of Class B Common Stock issuable upon exercise of
outstanding options at June 30, 1996.
The holders of Class A Common Stock are entitled to one vote for each share
held on all matters submitted to a vote of Common stockholders. The holders of
Class B Common Stock are entitled to ten votes for each share held on all
matters submitted to a vote of Common stockholders. The Common Stock
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does not have cumulative voting rights, which means that the holders of a
majority of the voting power of shares of Common Stock outstanding can elect all
the directors and the holders of the remaining shares will not be able to elect
any directors. Each share of Common Stock is entitled to participate equally in
dividends, if, as and when declared by the Company's Board of Directors, and in
the distribution of assets in the event of liquidation, subject in all cases to
any prior rights of outstanding shares of Preferred Stock. The Company has never
paid cash dividends on its Common Stock. The shares of Common Stock have no
preemptive rights, redemption rights, or sinking fund provisions. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby upon issuance and sale will be, duly authorized, validly issued, fully
paid and nonassessable.
It is anticipated that certain holders of Class B Common Stock will enter
into a voting agreement (the "Voting Agreement"). The parties to the Voting
Agreement will include Messrs. Payne, Duffey, Fingerhut, Millard, Snyder and
Stedman and certain other stockholders. Pursuant to the Voting Agreement, each
stockholder who is a party will agree not to sell his shares of Common Stock to
a Competitor of the Company and not to vote in favor of any merger,
consolidation or other similar business combination with a Competitor of the
Company. The term "Competitor" is defined to mean any person or entity who is
engaged in the funeral service, cemetery, crematory or related lines of business
that, at the time of any proposed Disposition (or at any time within the
12-month period preceding the date of the proposed Disposition), has any
operations within a 50-mile radius of any locations of the Company or an entity
that directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, the Company, and includes any
other person or entity who directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with any
such person or entity.
Each share of Class B Common Stock is convertible at any time, at the
option of the registered holder thereof, into one share of Class A Common Stock.
In addition, each share of Class B Common Stock automatically converts into one
share of Class A Common Stock upon a sale or transfer to anyone other than a
permitted transferee. In any event, any outstanding shares of Class B Common
Stock will be automatically converted into shares of Class A Common Stock on
December 31, 2001.
PREFERRED STOCK
As of June 30, 1996, the Company's outstanding Preferred Stock consisted of
7,000,000 shares of Series A Preferred Stock, 545,000 shares of Series B
Preferred Stock, 8,500,000 shares of Series C Preferred Stock and 8,545,616
shares of Series D Preferred Stock. Upon effectiveness of the Registration
Statement, all outstanding shares of Preferred Stock (other than the Series D
Preferred Stock) will have been automatically converted into shares of Class B
Common Stock.
The Company is authorized to issue 50,000,000 shares of Preferred Stock.
The Company's Board of Directors may establish, without stockholder approval,
one or more classes or 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 may designate.
The Company believes that this power to issue Preferred Stock will provide
flexibility in connection with possible corporate transactions. The issuance of
Preferred Stock, however, could adversely affect the voting power of holders of
Common Stock and restrict their rights to receive payments upon liquidation of
the Company. It could also have the effect of delaying, deferring or preventing
a change in control of the Company.
SERIES D PREFERRED STOCK
Through June 30, 1996, the Company has issued 8,545,616 shares of Series D
Preferred Stock in six different transactions. The Company issued 6,355,000
shares of Series D Preferred Stock in connection with the acquisition of two
funeral homes and one cemetery which were acquired in July 1996. These shares
will remain outstanding following the Offering. The following description is a
summary of the Certificate of Amendment to the Certificate of Designation for
the Series D Preferred Stock, and it is qualified in its entirety by reference
to that document.
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DIVIDENDS. The Series D Preferred Stock ranks, with respect to dividend
rights and distribution of assets on liquidation, senior and prior to Common
Stock and junior to, or on parity with, as the case may be, any other stock of
the Company designated as senior to, or on parity with, as the case may be,
Series D Preferred Stock. Holders of Series D Preferred Stock are entitled to
receive cumulative annual cash dividends ranging from $.06 to $.07 per share
payable quarterly, depending upon when such shares were issued. Upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
the holders of Series D Preferred Stock then outstanding will be entitled to
receive an amount of cash per share equal to $1.00, together with all accrued
and unpaid dividends, after any distribution is made on any senior securities
and before any distribution is made on any junior securities, including Common
Stock. As long as any shares of Series D Preferred Stock are outstanding, the
Company may not pay a dividend (other than stock dividends in Common Stock) or
other distribution on or repurchase Common Stock, directly or indirectly, unless
all past due cumulative dividends on the Series D Preferred Stock have been
paid. The terms of Series D Preferred Stock may be amended with the consent of
the holders of a majority of the outstanding shares of Series D Preferred Stock.
REDEMPTION. The Series D Preferred Stock is mandatorily redeemable by the
Company on December 31, 2001 (subject to conversion rights at any time on or
prior to November 30, 2001) at a redemption price of $1.00 per share plus all
accrued and unpaid dividends to the date of redemption. The Series D Preferred
Stock is redeemable, in whole or in part, at the option of the Company at any
time during the period commencing on the second anniversary of the consummation
of the Offering and ending on December 31, 2001 (subject to conversion rights up
to 15 days prior to the redemption date) at a redemption price of $1.00 per
share plus accrued and unpaid dividends to the date of redemption. Partial
redemptions must be pro rata.
CONVERSION. The Series D is convertible at any time into Class B Common
Stock at an initial conversion base price ranging from $15.00 to $18.00 per
share, subject to adjustment for certain antidilutive events. For the first six
months following consummation of the Offering, the conversion price will be the
lesser of the initial conversion price or the initial price of the Class A
Common Stock to the public in the Offering. Thereafter, the conversion price
increases every six months by $.50 until the last day of the eighteenth month
following the consummation of the Offering, whereupon the conversion price is
the average market price for the ten days preceding the date of delivery of
notice of conversion on the principal securities market on which the Class A
Common Stock is then traded. Assuming an initial public offering of $14.00, a
total of 1,064,330 shares of Class B Common Stock would be issuable upon the
conversion of the 14,900,616 shares of Series D Preferred Stock.
The conversion price at which Series D Preferred Stock is converted prior
to the eighteen month anniversary of the consummation of the Offering is subject
to reduction for certain dilutive issuances and to adjustments for stock
dividends, splits and combinations.
VOTING RIGHTS. The Series D Preferred Stock has general voting rights on
all issues submitted to stockholders. The number of votes to which each share of
Series D Preferred Stock is entitled is a fraction of a vote determined by (i)
dividing $1.00 by the then effective conversion price per share and (ii)
dividing the resulting fraction by 20. The Series D Preferred Stock is entitled,
as a separate class, to vote upon (or consent to) any amendment to the
Certificate of Incorporation, bylaws or Certificate of Designations which would
adversely effect the rights or powers of the Series D Preferred Stock. The
requisite vote for approval is a majority of the shares of Series D Preferred
Stock outstanding.
REGISTRATION RIGHTS. Until December 31, 2005 or, as to any holder of Series
D Preferred Stock, upon (a) the consent of the holder, (b) the date such holder
owns less than the equivalent of 10,000 shares of fully diluted Class A Common
Stock or Class B Common Stock, or (c) the date on which such holder is able to
dispose of all shares of Class B Common Stock issuable upon conversion of the
Series D Preferred Stock in one three month period under Rule 144, the holders
of Series D Preferred Stock have piggyback registration rights on any offering
by the Company of Common Stock to the public for cash except (i) shares issuable
upon the exercise of employee or director stock options, or (ii) shares issued
in mergers wherein the Company is the surviving corporation. The Company is
required to give holders of Series D Preferred Stock at least 30 days prior
written notice of the filing of a registration statement, including the
estimated price
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range of the offering. The holders of the Series D Preferred Stock have waived
their registration rights with respect to a Registration Statement filed by the
Company with respect to the Offering.
DELAWARE LAW AND CERTAIN CHARTER PROVISIONS
The Company is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of
the Company's outstanding voting stock) from engaging in a "business
combination" (as defined in Section 203) with the Company for three years
following the date that person becomes an interested stockholder unless (a)
before that person became an interested stockholder, the Company's Board of
Directors approved the transaction in which the interested stockholder became an
interested stockholder or approved the business combination; (b) upon completion
of the transaction that resulted in the interested stockholder's becoming an
interested stockholder, the interested stockholder owns at least 85% of the
voting stock outstanding at the time the transaction commenced (excluding stock
held by directors who are also officers of the Company and by employee stock
plans that do not provide employees with the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer); or (c) following the transaction in which that person became an
interested stockholder, the business combination is approved by the Company's
Board of Directors and authorized at a meeting of stockholders by the
affirmative vote of the holders of at least two-thirds of the outstanding voting
stock not owned by the interested stockholder.
Under Section 203, these restrictions also do not apply to certain business
combinations proposed by an interested stockholder following the announcement or
notification of one of certain extraordinary transactions involving the Company
and a person who was not an interested stockholder during the previous three
years or who became an interested stockholder with the approval of a majority of
the Company's directors, if that extraordinary transaction is approved or not
opposed by a majority of the directors who were directors before any person
became an interested stockholder in the previous three years or who were
recommended for election or elected to succeed such directors by a majority of
such directors then in office.
The Company's Board of Directors is divided into three classes. The
directors of each class are elected for three-year terms, with the terms of the
three classes staggered so that directors from a single class are elected at
each annual meeting of stockholders. Stockholders may remove a director only for
cause upon the vote of holders of at least 80% of voting power of the
outstanding shares of Common Stock. In general, the Board of Directors, not the
stockholders, has the right to appoint persons to fill vacancies on the Board of
Directors.
The Certificate of Incorporation provides that special meetings of holders
of Common Stock may be called only by the Company's Board of Directors and that
only business proposed by the Board of Directors may be considered at special
meetings of holders of Common Stock.
The Certificate of Incorporation provides that the only business (including
election of directors) that may be considered at an annual meeting of holders of
Common Stock, in addition to business proposed (or persons nominated to be
directors) by the directors of the Company, is business proposed (or persons
nominated to be directors) by holders of Common Stock who comply with the notice
and disclosure requirements set forth in the Certificate of Incorporation. In
general, the Certificate of Incorporation requires that a stockholder give the
Company notice of proposed business or nominations no later than 60 days before
the annual meeting of holders of Common Stock (meaning the date on which the
meeting is first scheduled and not postponements or adjournments thereof) or (if
later) ten days after the first public notice of the annual meeting is sent to
holders of Common Stock. In general, the notice must also contain information
about the stockholder proposing the business or nomination, the stockholder's
interest in the business, and (with respect to nominations for director)
information about the nominee of the nature ordinarily required to be disclosed
in public proxy solicitation statements. The stockholder also must submit a
notarized letter from each of the stockholder's nominees stating the nominee's
acceptance of the nomination and indicating the nominee's intention to serve as
director if elected.
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The Delaware General Corporation Law provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's certificate of incorporation or bylaws, unless
the corporation's certificate of incorporation or bylaws requires a greater
percentage. The Certificate of Incorporation provides that approval by the
holders of at least 66.7% of the voting power of the outstanding voting stock of
the Company is required to amend the provisions of the Certificate of
Incorporation previously discussed and certain other provisions.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is .
