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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
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
4 1/2% CONVERTIBLE SUBORDINATED AMERICAN STOCK EXCHANGE
NOTES DUE 2004
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [_]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form
relates: 333-38491
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.
Application has been made to list the 4 1/2% Convertible Subordinated
Notes due 2004 (the "Notes"), of Halter Marine Group, Inc. (the "Registrant") to
be registered hereunder on the American Stock Exchange (the "AMEX"), and such
application has been approved. A description of the Notes is set forth under the
caption "Description of Notes" in the Prospectus contained in the registration
statement on Form S-3 of the Registrant (Registration No. 333-38491), as
amended, originally filed with the Securities and Exchange Commission (the
"Commission") on October 22, 1997, which registration statement is incorporated
herein by reference.
ITEM 2. EXHIBITS.*
1. Registration Statement on Form S-3 (Registration No. 333-38491) of the
Registrant (incorporated herein by reference to such filing).
2. Restated Certificate of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (Registration 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 (Registration No. 333-6967)).
4. Rights Agreement dated September 23, 1997 between the Registrant and
The Bank of New York, as Rights Agent (incorporated herein by
reference to Exhibit 4.4 to the Registrant's Registration Statement on
Form S-3 (Registration No. 333-39379)).
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 (Registration No. 333-6967)).
6. Indenture dated as of September 15, 1997 among the Registrant and U.S.
Trust Company of Texas, N.A. (incorporated herein by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form S-3
(Registration No. 333-38491)).
7. Registration Rights Agreement dated as of September 15, 1997 among the
Registrant and Donaldson, Lufkin & Jenrette Securities Corporation and
Merrill Lynch, Pierce, Fenner and Smith Incorporated (incorporated
herein by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3 (Registration No. 333-38491)).
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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: December 29, 1997 HALTER MARINE GROUP, INC.
By: /s/ Rick S. Rees
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Rick S. Rees, Executive Vice President
