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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
HALTER MARINE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2656828
(State of incorporation or organization) (I.R.S. Employer Identification No.)
13085 INDUSTRIAL SEAWAY ROAD
GULFPORT, MISSISSIPPI 39503
(Address of principal executive offices, including zip code)
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
COMMON STOCK, PAR VALUE NEW YORK STOCK EXCHANGE
$0.01 PER SHARE
SERIES A JUNIOR PARTICIPATING PREFERRED NEW YORK STOCK EXCHANGE
STOCK PURCHASE RIGHTS
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: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The classes of securities to be registered hereby are the common stock,
par value $0.01 per share (the "Common Stock"), of Halter Marine Group, Inc.
(the "Registrant"), and the attached Series A Junior Participating Preferred
Stock purchase rights (the "Rights"). A description of the Common Stock and
attached Rights is set forth under the caption "Description of Capital Stock"
beginning on page 63 in the Prospectus contained in the Registrant's
Registration Statement on Form S-1 (Commission File No. 333-6967), initially
filed by the Registrant with the Securities and Exchange Commission (the
"Commission") on June 27, 1996, as subsequently amended. The final form of such
Prospectus will be subsequently filed by the Registrant pursuant to Rule 424(b)
under the Securities Act of 1933, as amended. The Registration Statement
(including the Prospectus), as it may subsequently be amended, is incorporated
hereby by reference.
The Registrant has filed an application to list the Common Stock and
attached Rights on the New York Stock Exchange, which application has been
granted pending notice of issuance.
ITEM 2. EXHIBITS. *
1. The Registrant's Registration Statement on Form S-1, as
amended (Commission File No. 333-6967).
2. Restated Certificate of Incorporation of the Registrant, as
amended (incorporated herein by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 filed with the
Commission (Commission File No. 333-6967)).
3. Amended and Restated Bylaws of the Registrant (incorporated
herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 filed with the Commission
(Commission File No. 333- 6967)).
4. Form of Rights Agreement between the Registrant and The Bank
of New York, as Rights Agent (incorporated herein by reference
to Exhibit 10.6 to the Registrant's Registration Statement on
Form S-1 filed with the Commission (Commission File No.
333-6967)).
5. Form of Certificate evidencing Common Stock (incorporated
herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 filed with the Commission
(Commission File No. 333- 6967)).
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* In accordance with Instruction II to Item 2 of Form 8-A, the exhibits
set forth above are being filed with the copies of this registration
statement filed with the New York Stock Exchange but are omitted from
the copies filed with the Commission.
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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.
Date: September 12, 1996 HALTER MARINE GROUP, INC.
By: /s/ John Dane III
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John Dane III
President and Chief Executive
Officer
