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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
RAGEN MACKENZIE GROUP INCORPORATED
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(Exact name of Registrant as specified in its charter)
Washington 91-1898738
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
999 Third Avenue, Suite 4300
Seattle, Washington 98104
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of securities
securities pursuant to pursuant to Section 12(g) of the
Section 12(b) of the Exchange Exchange Act and is effective pursuant
Act and is effective pursuant to General Instruction A.(d), please
to General Instruction A.(c), check the following box. [_]
please check the following box. [X]
Securities Act registration statement
file number to which this form relates: 333-50735
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(if applicable)
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
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Common Stock, $0.01 par value per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Page 1 of 3
Exhibit Index on Page 3
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the Common Stock being registered, reference is made
to the section entitled "Description of Capital Stock" included in the
Prospectus (the "Prospectus") dated June 4, 1998 contained in the Registrant's
Registration Statement on Form S-1, File No. 333-50735, filed with the
Securities and Exchange Commission on April 22, 1998, as amended (the
"Registration Statement"). A copy of pages 65, 66 and 67 of the Prospectus are
attached as Exhibit 1 to this filing pursuant to Rule 12b-23 under the
Securities Exchange Act of 1934, as amended.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
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1 Pages 65, 66 and 67 of the Prospectus.
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
RAGEN MACKENZIE GROUP INCORPORATED
/s/ Mark A. McClure
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Mark A. McClure
Executive Vice President
Dated: June 19, 1998
Page 2 of 3
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
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1 Pages 65, 66 and 67 of the Prospectus. Filed
herewith
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EXHIBIT 1
DESCRIPTION OF CAPITAL STOCK
The following summary description of the Company's capital stock is
qualified in its entirety by reference to the Company's Articles and Bylaws,
copies of which are filed as exhibits to the Registration Statement of which
this Prospectus forms a part. Immediately prior to the closing of the
Offering, the Company's authorized capital stock will consist of 50,000,000
shares of common stock, $0.01 par value per share ("Common Stock"), and
10,000,000 shares of Preferred Stock.
COMMON STOCK
As of May 21, 1998 (after giving effect to the Reorganization and assuming,
as of May 21, 1998, the conversion of all classes of then outstanding capital
stock into Common Stock immediately prior to the closing of the Offering),
there were 11,027,809 shares of Common Stock outstanding held of record by
approximately 200 shareholders. Subject to preferences that may be applicable
to any Preferred Stock outstanding at the time, holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from
time to time by the Board of Directors out of funds legally available
therefor. See "Dividend Policy." In the event of a liquidation, dissolution or
winding up of the Company, holders of Common Stock are entitled to share
ratably in all assets remaining after payment of the Company's liabilities and
the liquidation preference, if any, of any outstanding shares of Preferred
Stock. Holders of Common Stock have no preemptive rights and no rights to
convert their Common Stock into any other securities, and there are no
redemption provisions with respect to such shares. All the outstanding shares
of Common Stock are fully paid and nonassessable. The rights, preferences and
privileges of holders of Common Stock are subject to, and may be adversely
affected by, the rights of holders of shares of any series of Preferred Stock
that the Company may designate and issue in the future.
PREFERRED STOCK
The RMGI Board has the authority to issue up to 10,000,000 shares of
Preferred Stock in one or more series and to fix the powers, designations,
preferences, limitations and relative, participating, optional or other rights
thereof, including dividend rights, conversion rights, voting rights,
redemption terms, liquidation preferences and the number of shares
constituting each such series, without any further vote or action by the
Company's shareholders. The Preferred Stock may be issued from time to time in
one or more series as may be determined from time to time by the RMGI Board
and stated in the resolutions providing for the issuance of these shares. The
RMGI Board shall have the authority to fix and determine and to amend the
relative rights of the shares of any series that is not yet issued. No shares
of Preferred Stock have been issued. The issuance of Preferred Stock could
have one or more of the following effects: (i) restrict Common Stock dividends
if Preferred Stock dividends have not been paid, (ii) dilute the voting power
and equity interest of holders of Common Stock to the extent that any series
of Preferred Stock has voting rights or is convertible into Common Stock or
(iii) prevent current holders of Common Stock from participating in the
Company's assets upon liquidation until any liquidation preferences granted to
holders of Preferred Stock are satisfied. In addition, the issuance of
Preferred Stock may, under certain circumstances, have the effect of
discouraging a change in control of the Company by, for example, granting
voting rights to holders of Preferred Stock that require approval by the
separate vote of the holders of Preferred Stock for any amendment to the
Articles or any reorganization, consolidation or merger (or other similar
transaction involving the Company). As a result, the issuance of Preferred
Stock may discourage bids for the Company's Common Stock at a premium over the
market price therefor and could have a material adverse effect on the market
value of the Common Stock. The RMGI Board does not presently intend to issue
any shares of Preferred Stock. See "Risk Factors--Antitakeover
Considerations."
WASHINGTON ANTITAKEOVER STATUTE
Washington law contains certain provisions that may have the effect of
delaying, deterring or preventing a takeover or change in control of the
Company. Chapter 23B.19 of the Washington Business Corporation Act
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(the "WBCA") prohibits the Company, with certain exceptions, from engaging in
certain significant business transactions with an "acquiring person" (defined
as a person who acquires 10% or more of the Company's voting securities
without the prior approval of the RMGI Board) for a period of five years after
such acquisition. The prohibited transactions include, among others, a merger
with, disposition of assets to, or issuance or redemption of stock to or from,
the acquiring person, or otherwise allowing the acquiring person to receive
any disproportionate benefit as a shareholder. After the five-year period, the
Company may engage in otherwise proscribed transactions, so long as the
transaction complies with certain fair price provisions of the statute or is
approved by a majority of disinterested shareholders within each voting group
entitled to vote separately. The Company may not exempt itself from coverage
of this statute. These statutory provisions may have the effect of delaying,
deterring or preventing a change in control of the Company.
CERTAIN PROVISIONS IN ARTICLES
The Company's Bylaws permit the RMGI Board to establish by resolution the
authorized number of directors, which shall not be less than three or more
than 15. The Company's Articles provide that the RMGI Board shall be divided
into two classes at the first election of directors after the first primary
public offering of equity securities by the Company pursuant to a registration
statement filed under the Securities Act. At the first election of the
Company's directors to such classified Board of Directors (i) each Class I
director would be elected to a term expiring at the next ensuing annual
meeting of shareholders and (ii) each Class II director would be elected to a
term expiring at the second ensuing annual meeting of shareholders. At each
annual meeting of shareholders following the meeting at which the RMGI Board
would be initially classified, the successors to directors whose terms are
expiring will be elected to serve from the time of election and qualification
until the second annual meeting following election. If necessary to maintain
the relative equality among classes of directors created due to vacancies or
removals of directors, directors may be elected to a class the term of which
expires prior to the second annual meeting of shareholders following such
election. This system of electing directors may tend to discourage a third
party from making a tender offer or otherwise attempting to obtain control of
the Company and may maintain the incumbency of the RMGI Board, as it generally
makes it more difficult for shareholders to replace a majority of directors.
Under Washington law, a merger, share exchange, dissolution or sale of
substantially all the assets of a corporation must be approved by each voting
group entitled to vote separately by two-thirds of all the votes entitled to
be cast, unless otherwise provided in the articles of incorporation. Under
Washington law, a corporation may provide for a greater or lesser vote, so
long as the vote provided for each voting group entitled to vote separately is
not less than a majority of all the votes entitled to be cast by that voting
group. The Company's Articles require that certain business combinations
(including a merger, share exchange and the sale, lease, exchange, mortgage,
pledge, transfer or other disposition or encumbrance of a substantial part of
the Company's assets other than in the usual and regular course of business)
be approved by the holders of not less than two-thirds of the outstanding
shares, unless such business combination has been approved by a majority of
Continuing Directors (defined as those individuals who were members of the
RMGI Board on April 30, 1998 or were elected thereafter on the recommendation
of a majority of Continuing Directors), in which case the affirmative vote
required shall be a majority of the outstanding shares. Under the Company's
Articles and Bylaws, the shareholders may call a special meeting only upon the
request of holders of at least 25% of the outstanding shares. The Articles
also provide that changes to certain provisions of the Articles, including
those regarding amendment of certain provisions of the Company's Bylaws or
Articles, the classified Board of Directors, special voting provisions for
business combinations and special meetings of shareholders, must be approved
by the holders of not less than two-thirds of the outstanding shares.
The foregoing provisions of the Company's Articles may have the effect of
delaying, deterring or preventing a change in control of the Company.
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DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY
The Articles include a provision that limits the liability of the Company's
directors to the fullest extent permitted by the WBCA as it currently exists
or as it may be amended in the future. Consequently, subject to the WBCA, no
person shall be liable to the Company or its shareholders for monetary damages
resulting from such person's conduct as a director of the Company. Amendments
to the Articles may not adversely affect any right of a director of the
Company with respect to acts or omissions occurring prior to such amendment.
Section 23B.08.320 of the WBCA provides that the Articles may not limit any
director's liability for acts or omissions involving intentional misconduct or
knowing violations of law, unlawful distributions or transactions from which
the director personally receives benefits in money, property or services to
which the director is not legally entitled. In addition, Washington law
provides for broad indemnification by the Company of its officers and
directors. The Company's Bylaws implement this indemnification. Insofar as the
indemnity for liabilities arising under the Securities Act may be permitted to
directors or officers of the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is ChaseMellon
Shareholder Services L.L.C.
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