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
Grand Court Lifestyles, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 22-3423087
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2650 N. Military Trail
Suite 350
Boca Raton, Florida 33431
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(Address of Principal (Zip Code)
Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the Common
Stock, $.01 par value (the "Securities"), of Grand Court Lifestyles, Inc.,
a Delaware Corporation (the "Company").
For a description of the Securities, reference is made to the
descriptions of the Securities included in the Company's Prospectus which
descriptions are incorporated herein by reference. The Prospectus forms a
part of the Registration Statement on Form S-1 (No. 333-05955) filed by the
Company with the Securities and Exchange Commission.
ITEM 2. EXHIBITS.
The Securities described herein are to be registered pursuant to
Section 12 (g) of the Securities Exchange Act of 1934, as amended.
Accordingly, the following exhibits required in accordance with Part I to
the instructions as to exhibits to Form 8-A are duly filed:
3.1. Form of Restated Certificate of Incorporation of the Company.
3.2. By-Laws of the Company (filed as Exhibit 3.2 to Registration
Statement No. 333-05955).
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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, thereunto duly
authorized.
Dated: August 23, 1996 GRAND COURT LIFESTYLES, INC.
By:/s/ Paul Jawin
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Paul Jawin
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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3.1 Form of Restated Certificate of Incorporation
of the Company
Exhibit 3.1
FORM OF RESTATED
CERTIFICATE OF INCORPORATION
OF
GRAND COURT LIFESTYLES, INC.
(Pursuant to Section 245 of the General
Corporation Law of the State of Delaware)
GRAND COURT LIFESTYLES, INC., a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as
follows:
1. The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on January
25, 1996.
2. The original Certificate of Incorporation of the Corporation
was amended by a Certificate of Amendment filed with the Secretary of State
of the State of Delaware on February 20, 1996.
3. The original Certificate of Incorporation of the Corporation
was further amended by a Certificate of Amendment filed with the Secretary
of State of Delaware on May 21, 1996.
4. This Restated Certificate of Incorporation amends, restates
and integrates the provisions of the original Certificate of Incorporation
of the Corporation as amended to the date hereof, and was duly adopted in
accordance with the provisions of Section 245 of the General Corporation
Law of the State of Delaware.
5. The text of the Certificate of Incorporation is hereby
restated to read in its entirety as follows:
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ARTICLE I
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The name of the Corporation is Grand Court Lifestyles, Inc.
ARTICLE II
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The address of the Corporation's registered office in the State
of Delaware is 9 East Loockerman Street, City of Dover, County of Kent,
Delaware 19901. The name of its registered agent at such address is
National Corporate Research, Ltd.
ARTICLE III
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The nature of the business or purposes to be conducted or
promoted by the Corporation are to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
the State of Delaware.
ARTICLE IV
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Section 4.1. Authorized Capital. The total number of shares of
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all classes of stock which the Corporation shall have authority to issue is
Twenty-One Million (21,000,000) shares, consisting of:
(a) One Million (1,000,000) shares of preferred stock,
$.0001 par value (the "Preferred Stock"), and
(b) Twenty Million (20,000,000) shares of common stock,
$.01 par value ("Common Stock").
Section 4.2. Preferred Stock. Shares of the preferred stock of
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the Corporation may be issued by the Board of Directors, without
stockholder approval, from time to time in one or more classes or series,
each of which class or series shall have such distinctive designation or
title as shall be fixed by the Board of Directors of the Corporation prior
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to the issuance of any shares thereof. Each such class or series of
preferred stock shall have such voting powers, full or limited, or no
voting powers, and such other relative rights, powers and preferences,
including, without limitation, the dividend rate, conversion rights, if
any, redemption price and liquidation preference, and such qualifications,
limitations or restrictions thereof, as shall be stated in such resolution
or resolutions providing for the issuance of such class or series of
preferred stock as may be adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof pursuant to the
authority hereby expressly vested in it, all in accordance with the laws of
the State of Delaware.
Section 4.3. Common Stock. The powers, rights and other matters
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relating to the Common Stock are as follows:
(a) Dividends. Subject to the limitations set forth in
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this Article IV, dividends may be paid on Common Stock out of any funds
legally available for that purpose, when, as and if declared by the Board
of Directors.
(b) Liquidation Rights. In the event of any liquidation,
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dissolution or winding up of the Corporation, after there shall have been
paid to or set aside for the holders of outstanding shares having superior
liquidation preferences to Common Stock the full preferential amounts to
which they are respectively entitled, the holders of outstanding shares of
all classes of Common Stock shall be entitled to receive pro rata,
according to the number of shares held by them, the remaining assets of the
Corporation legally available for distribution to the stockholders.
(c) Voting Rights. (1) Except as set forth in this
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Article IV or as by statute or otherwise mandatorily provided, the holders
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of the outstanding shares of Common Stock shall exclusively possess full
voting powers for the election of directors of the Corporation and for all
other corporate purposes.
(2) Any action required or permitted to be taken at any
annual or special meeting of stockholders may be taken only upon the vote
of the stockholders at an annual or special meeting duly noticed and
called, as provided in the By-Laws of the Corporation, and may not be taken
by a written consent of the stockholders pursuant to the General
Corporation Law of the State of Delaware.
(3) Special meetings of the stockholders of the Corporation
for any purpose or purposes may be called at any time by the Board of
Directors or the Chairman of the Board of Directors. Special meetings of
the stockholders of the Corporation may not be called by any other Person
or Persons.
(d) Definitions. For purposes of Article IV of this
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Restated Certificate of Incorporation:
"Person" means an individual, a partnership, a
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joint venture, a corporation, an association, a trust,
or any other entity or organization.
ARTICLE V
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In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized
to adopt, alter or repeal its By-Laws. In addition, the By-Laws may be
made, altered, amended, changed or repealed by the stockholders of the
Corporation upon the affirmative vote of the holders of at least 66-2/3% of
the outstanding Common Stock entitled to vote thereon.
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ARTICLE VI
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Election of directors need not be by written ballot unless the
By-Laws of the Corporation shall so provide.
ARTICLE VII
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Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of the Corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for
the Corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of the Corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the
said compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may
be, and also on the Corporation.
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ARTICLE VIII
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A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for injury
resulting from a breach of his fiduciary duty as a director, except for
liability (i) for injury resulting from a breach of his duty of loyalty to
the Corporation and its stockholders, (ii) for injury resulting from acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv)
for injury resulting from any transaction from which the director derives
an improper personal benefit. If the Delaware General Corporation Law
hereafter is amended so as to authorize the further elimination or
limitation of the liability of directors to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, then the liability of a director of the Corporation for monetary
damages, in addition to the limitation on personal liability provided in
the preceding sentence, shall automatically, by virtue hereof and without
any further action on the part of the Corporation or its stockholders, be
further limited so as to be limited to the fullest extent permitted by the
Delaware General Corporation Law. Any repeal or modification of this
Section by the stockholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of
a director of the Corporation with regard to actions taken or omitted
before such repeal or modification.
ARTICLE IX
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The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or complete
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action, suit or proceeding, whether civil, criminal, administrative or
investigative, or by or in the right of the Corporation to procure judgment
in its favor, by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, in accordance with and to the full extent permitted by
statute. Expenses incurred in defending a civil or criminal action, suit
or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this section. The
indemnification provided by this section shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled
under this Restated Certificate of Incorporation or any agreement or vote
of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
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ARTICLE X
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Notwithstanding anything contained in this Restated Certificate
of Incorporation to the contrary, the affirmative vote of the holders of at
least 66-2/3% of the outstanding shares of Common Stock shall be required
to amend, repeal, or adopt any provision inconsistent with Sections
4.3(c)(2) or 4.3(c)(3) of Article IV, Article V or this Article X of this
Restated Certificate of Incorporation.
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IN WITNESS WHEREOF, this Restated Certificate of Incorporation
has been executed on behalf of the Corporation this day of
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, 1996.
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GRAND COURT LIFESTYLES, INC.
By:
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Bernard M. Rodin, President
Attest:
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Keith E. Marlowe, Secretary
