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As filed with the Securities and Exchange Commission
on May 10, 1999
Registration No. 333-77375
________________________________________________________________________________
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
NOVASTAR FINANCIAL, INC.
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(Exact Name of registrant as specified in its charter)
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<CAPTION>
Maryland 48-1190054
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
<S> <C>
1900 West 47th Place, Suite 205
Westwood, Kansas 66205
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(Address of principal Executive Offices) (Zip Code)
If this Form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant of the Exchange Act and is effective
to General Instruction A.(c), please check the pursuant to General Instruction A.(c)
following box [_]. please check the following box[X].
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Securities Act registration statement file number to which this form relates:
333-77375
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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Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Class B Preferred Stock
Stock Purchase Warrants
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
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The title of the preferred stock of the Registrant being registered
hereby is Class B 7% Convertible Preferred Stock, par value $.01 per
share, (the "Preferred Stock"). On March 29, 1999, the Registrant
completed the issuance of 4,285,714 shares of Class B 7% Cumulative
Convertible Preferred Stock at a price of $7.00 per share. Each share
is convertible, at the option of the holder, into one share of common
stock and is redeemable at par by the Registrant at any time after
March 31, 2002. The description of the Preferred Stock is contained in
the Registrant's Registration Statement on Form S-11 filed with the
Securities and Exchange Commission, under the caption "Description of
Capital Stock" which description is incorporated by reference.
The title of the stock purchase warrants being registered hereby is
Stock Purchase Warrants (the "Warrants"). The Warrants are
exercisable pursuant to: (1) a Warrant Agreement, dated February 12,
1999, by and between the Registrant and First Union, 350,000 of such
Warrants expiring February 12, 2002, issued with an exercise price of
$6.9375 for a like number of underlying shares of the Registrant's
Common Stock, par value $0.01 per share and (2) pursuant to a Warrant
Agreement dated March 10, 1999, by and between the Registrant and
GMAC/Residential, (a) 812,731 of such Warrants expiring October 13,
2003, issued with an exercise price of $4.5625 for a like number of
underlying shares of the Registrant's Common Stock, par value $0.01
per share and (b) 364,982 of such Warrants expiring February 3, 2001,
issued with an exercise price of $15.00 for a like number of
underlying shares of the Registrant's Common Stock, par value $0.01
per share. The description of the Warrants is contained in the
Registrant's Registration Statement on Form S-11 filed with the
Securities and Exchange Commission, under the captions "Description of
Capital Stock" and "Warrants," which description is incorporated by
reference.
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Item 2. Exhibits
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Instruments defining the rights of holders of the securities being
registered hereunder:
3.1* Articles of Amendment and Restatement of the Registrant.
3.3* Bylaws of the Registrant.
3.4** Articles Supplementary of NovaStar Financial, Inc., dated as
of March 24, 1999, as filed with the Maryland Department of
Assessments and Taxation.
4.3** Specimen Certificate of Preferred Stock
10.23*** Warrant Agreement dated as of February 12, 1999, between the
Registrant and First Union National Bank.
10.24** Warrant Agreement dated as of March 10, 1999, by and between
NovaStar Financial, Inc. and Residential Funding
Corporation, and related Guaranty Warrant, Tag Along Warrant
and Registration Rights Agreement.
10.25** Registration Rights Agreement, dated March 25, 1999, among
NovaStar Financial, Inc. and Stifel, Nicolaus & Company,
Incorporated.
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*Incorporated by reference to the correspondingly numbered exhibit to the
Registration Statement (Registration Statement 333-32327) on Form S-11, filed by
the Registrant with the Securities and Exchange Commission.
**Incorporated by reference to the correspondingly numbered exhibit to Form 8-K
filed by the Registrant with the Securities and Exchange Commission on April 5,
1999.
***Incorporated by reference to the correspondingly numbered exhibit to Form 8-K
filed by the Registrant with the Securities and Exchange Commission on February
23, 1999.
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SIGNATURE
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.
Date: May 10, 1999
NOVASTAR FINANCIAL, INC.
By: /s/ Mark J. Kohlrus
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Mark J. Kohlrus
Senior Vice President, Treasurer and
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number
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3.1* Articles of Amendment and Restatement of the Registrant.
3.3* Bylaws of the Registrant.
3.4** Articles Supplementary of NovaStar Financial, Inc., dated as of
March 24, 1999, as filed with the Maryland Department of
Assessments and Taxation.
4.3** Specimen Certificate of Preferred Stock
10.23*** Warrant Agreement dated as of February 12, 1999, between the
Registrant and First Union National Bank.
10.24** Warrant Agreement dated as of March 10, 1999, by and between
NovaStar Financial, Inc. and Residential Funding
Corporation, and related Guaranty Warrant, Tag Along Warrant
and Registration Rights Agreement.
10.25** Registration Rights Agreement, dated March 25, 1999, among
NovaStar Financial, Inc. and Stifel, Nicolaus & Company,
Incorporated.
______________________________
*Incorporated by reference to the correspondingly numbered exhibit to the
Registration Statement (Registration Statement 333-32327) on Form S-11, filed by
the Registrant with the Securities and Exchange Commission.
**Incorporated by reference to the correspondingly numbered exhibit to Form 8-K
filed by the Registrant with the Securities and Exchange Commission on April 5,
1999.
***Incorporated by reference to the correspondingly numbered exhibit to Form 8-K
filed by the Registrant with the Securities and Exchange Commission on February
23, 1999.
