Commission File No.
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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
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
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Class A Common Stock,
par value $.01 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 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. 333-51153), as amended,
filed by the Company on April 27, 1998, 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 New York Stock Exchange only:
1. Amended and Restated Certificate of Incorporation, as amended, 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.
333-51153).
*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.
By: /s/THOMAS C. LIVENGOOD
Name: Thomas C. Livengood
Title: Executive Vice President and
Chief Financial Officer
Date: April 28, 1998
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EXHIBIT 4
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000 shares
of common stock and 70,000,000 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 March 31, 1998, 11,158,150 shares of Common Stock were outstanding
and held of record by approximately 195 persons.
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 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.
Certain holders of Class B Common Stock have entered into a voting
agreement (the "Voting Agreement"). The parties to the Voting Agreement include
Messrs. Payne, Duffey, Fingerhut, Millard and Stedman and certain other
stockholders. Pursuant to the Voting Agreement, each stockholder who is a party
has agreed 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 (as defined in the Voting Agreement), 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.
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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, all 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 March 31, 1998, the Company's outstanding Preferred Stock consisted
of 1,682,500 shares of Series D Preferred Stock and 12,278,285 shares of Series
F Preferred Stock.
The Company is authorized to issue 70,000,000 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 provides
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
As of March 31, 1998, the Company had 1,682,500 shares of Series D
Preferred Stock issued and outstanding. 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.
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
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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 Preferred Stock is convertible at any time into
Class B Common Stock at a conversion price equal to 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. At
March 31, 1998, the conversion price was $22.625, yielding, a total of 74,364
shares of Class B Common Stock that would be issuable upon the conversion of the
1,682,500 shares of Series D Preferred Stock outstanding.
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 Charter,
Bylaws or Certificate of Designation which would adversely affect 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.
SERIES F PREFERRED STOCK
Through March 31, 1998, the Company has issued 19,999,992 shares of Series
F Preferred Stock in one transaction. A total of 7,721,707 shares have been
converted to Class A Common Stock, leaving 12,278,285 shares outstanding at
March 31, 1998. The following description is a summary of the Certificate of
Designation, as amended, for the Series F Preferred Stock, and it is qualified
in its entirety by reference to that document.
DIVIDENDS. The Series F Preferred Stock ranks, with respect to dividend
rights and distribution of assets on liquidation, senior and prior to Common
Stock and the Series D Preferred Stock (together, the "Junior 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 F
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Preferred Stock. Holders of Series F Preferred Stock are currently entitled to
receive cumulative annual cash dividends of $.042 per share payable quarterly.
Upon any voluntary or involuntary liquidation, dissolution or winding up of the
Company, the holders of Series F 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 and Series D Preferred Stock. As long as any shares of
Series F Preferred Stock are outstanding, the Company may not pay a dividend
(other than stock dividends in Junior Stock) or other distributions on or
repurchase Junior Stock, directly or indirectly, unless all past due cumulative
dividends on the Series F Preferred Stock have been paid. The terms of Series F
Preferred Stock may be amended with the consent of the holders of a majority of
the outstanding shares of Series F Preferred Stock.
REDEMPTION. The Series F Preferred Stock is mandatorily redeemable by the
Company on December 31, 2007 (subject to conversion rights at any time on or
prior to November 30, 2007) at a redemption price of $1.00 per share plus all
accrued an unpaid dividends to the date of redemption. The Company may not
redeem the Series F Preferred Stock prior to December 31, 2007.
CONVERSION. The Series F Preferred Stock is convertible at any time into
Class A Common Stock at a current conversion base price of $17.00 per share,
subject to adjustment for certain antidilutive events. The conversion base price
increases to $18.00 per share on January 1, 1999 and increases by $1.00 per
share each January 1 thereafter until January 1, 2002 at which time the
conversion base price will be equal to the market price of the Class A Common
Stock.
VOTING RIGHTS. The Series F Preferred Stock has general voting rights on
all issues submitted to stockholders. The number of votes to which each share of
Series F Preferred Stock is entitled is a fraction of a vote determined by
dividing $1.00 by the conversion price per share in effect on the record date
for determining stockholders entitled to vote on such matter. The Series F
Preferred Stock is entitled, as a separate class, to vote upon (or consent to)
(i) any amendment to the Charter, Bylaws or Certificate of Designation which
would adversely affect the rights or powers of the Series F Preferred Stock and
(ii) any issuance by the Company of any Preferred Stock or other class or series
of the Company's capital stock that is senior or preferential to the Series F
Preferred Stock in any distribution of the Company's assets in connection with
the liquidation, dissolution or winding up of the affairs of the Company.
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
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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 Charter 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 Charter 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 Charter 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.
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 Charter provides that approval by the holders of at least 662/3
of the voting
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power of the outstanding voting stock of the Company is required to amend the
provisions of the Charter previously discussed and certain other provisions.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.
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