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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
BRANTLEY CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Maryland 34-1838462
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
20600 Chagrin Boulevard
Suite 1150
Cleveland, Ohio 44122
(Address of Principal Executive Offices)(Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction effective simultaneously with the
A(c)(1) please check the following box./ / effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box./ /
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Title of Class
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Common Stock, $.01 par value per share
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK
As of the date of the Prospectus, Brantley Capital Corporation (the
"Company") shall be authorized to issue 25,000,000 shares of common stock, par
value $.01 per share (the "Common Stock"). The holders of Common Stock are
entitled to one vote per share on all matters submitted for action by the
stockholders. There is no provision for cumulative voting rights with respect to
the election of directors. Accordingly, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. In such event, the holders of the remaining Common Stock will not be
able to elect any directors. The holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available therefor. In the event of liquidation, dissolution or winding
up of the Company, the holders of Common Stock are entitled to share ratably in
all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of securities, if
any, having preference over the Common Stock. Holders of Common Stock, as such,
have no conversion, preemptive or other subscription rights and there are no
redemption provisions applicable to the Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered hereby, when
issued against the consideration set forth in this Prospectus, will be,
fully-paid and non-assessable.
ANTI-TAKEOVER PROVISIONS
The Company's Amended and Restated Articles of Incorporation and Bylaws
will provide for the Board of Directors to be divided into three classes of
directors serving staggered three-year terms. This provision has been included
in the Amended and Restated Articles of Incorporation to provide greater
likelihood of continuity of management for the Company since the nature of the
Company's investments is such that continuity of management for a substantial
period may be necessary to realize the full value of the investments made by the
Company. The presence of this provision may reduce the likelihood that
stockholders would be able to sell their shares of Common Stock at a premium in
a takeover situation.
Under the Maryland General Corporation Law, a Maryland corporation may
not engage in any business combination with any "interested stockholder" or any
affiliate of the interested stockholder for a period of five years following the
date on which the interested stockholder became an interested stockholder except
under certain specified conditions. An "interested stockholder" for this purpose
is any holder or affiliate of any holder of 10% or more of the corporation's
stock. The law also restricts the voting rights of "control shares" acquired in
a "control share acquisition," as defined in the law. As permitted by the law,
the Company's Amended and Restated Articles of Incorporation exempt from the
application of these provisions any shares of the Company that may now or in the
future be owned by an employee stock ownership or similar plan.
In addition, the Company's Amended and Restated Articles of
Incorporation contain certain special voting provisions. First, a director may
be removed by the stockholders only
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for cause and then only by a vote of the holders of at least 75% of the shares
entitled to be cast on the matter. Second, the affirmative vote of at least 75%
of the Continuing Directors (as defined below) and by the holders of at least
75% of the shares entitled to be cast on the matter is required to convert the
Company from a closed-end to an open-end investment company. A "Continuing
Director" for these purposes is any member of the Board of Directors of the
Company who (i) is not a person or affiliate of a person who enters or proposes
to enter into a business combination, as defined in the Maryland General
Corporation Law, with the Company (an "Interested Party") and (ii) who has been
a member of the Board of Directors of the Company for a period of at least 12
months, or is a successor of a Continuing Director who is unaffiliated with an
Interested Party and has been recommended to succeed a Continuing Director by a
majority of the Continuing Directors then on the Board of Directors of the
Company. In addition, the Company's Bylaws provide that a meeting of the
stockholders that is not called by the Chairman and Chief Executive Officer, the
President or a majority of the Board of Directors may be called only by the
holders of at least a majority of the shares entitled to be cast on the matter.
The effect of these provisions of law and of the Company's Amended and
Restated Articles of Incorporation and Bylaws is to make a takeover of the
Company more difficult than it might be in the absence of such provisions.
ITEM 2. EXHIBITS.
1.1. Articles of Incorporation of the Company.(F1)
1.2. Amended and Restated Articles of Incorporation of the Company.(F2)
2. Bylaws of the Company.(F2)
3. Form of Share Certificate.(F2)
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[FN]
(F1) Incorporated by reference to Exhibit a.1. to the Company's Registration
Statement on Form N-2, filed with the Securities and Exchange Commission
on August 23, 1996.
(F2) To be filed by amendment.
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SIGNATURES
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.
Brantley Capital Corporation
Date: August 23, 1996 By: /s/ Robert P. Pinkas
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Robert P. Pinkas, Chairman of the
Board, Chief Executive Officer
and Chief Financial Officer
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