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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
Casull Arms Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 83-0317822
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(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
456 Fairview Road 83110
P.O. Box 1629 -------------------
Afton, Wyoming (Zip Code)
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(Address of Principal Executive Offices)
If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General 12(g) of the Exchange Act and
Instruction A.(c), please check the is effective pursuant to
following box. / / General Instruction A.(d),
please check the following
box. /x/
Securities Act registration statement file number to which 333-16911
this form relates: -----------------
(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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None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Units, Each Unit consisting of 1 share of Common Stock, $.01 par value and
1 Redeemable Common Stock Purchase Warrant
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(Title of Class)
Common Stock, $0.01 par value
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(Title of Class)
Redeemable Common Stock Purchase Warrants
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's securities to be registered hereunder
is contained in the Registrant's Registration Statement on Form SB-2 (No.
333-16911), filed with the Securities and Exchange Commission on December 10,
1997, and is incorporated herein in its entirety by reference.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
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1 Registrant hereby incorporates by refernce the Certificate of
Incorporation of the Registrant, as amended, filed as Exhibit
3.1 to the Registrant's Registration Statement on Form SB-2
(No. 333-16911), filed on November 27, 1996.
2 Registrant hereby incorporates by reference the By-laws of the
Registrant, filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form SB-2 (No. 333-16911), filed on
November 27, 1996.
3 Registrant hereby incorporates by reference the Form of
Redeemable Warrant Agreement, including form of Redeemable
Warrant Certificate, filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form SB-2 (No. 333-16911), filed on
November 27, 1996.
4 Registrant hereby incorporates by reference the Specimen of
Registrant's Certificate of Share of Common Stock, filed as
Exhibit 4.3 to the Registrant's Registration Statement on Form
SB-2 (No. 333-16911), filed on November 27, 1996.
5 The Specimen of Registrant's Form of Unit Certificate is
filed herewith
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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.
Casull Arms Corporation
(Registrant)
Date January 16, 1998 By: /s/ David M. Myers
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Name: David M. Myers
Title: President
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NUMBER UNITS
U
CASULL ARMS CORPORATION
See Reverse For 148726 20 1
Certain Definitions
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO
PURCHASE ONE SHARE OF COMMON STOCK
This Certifies that:
is the owner of Units
Each Unit ("Unit") consists of one (1) share of common stock, par value
$.01 per share ("Common Stock"), of Casull Arms Corporation, a Delaware
corporation (the "Company"), and one (1) Redeemable Common Stock Purchase
Warrant ("Warrant") each to purchase one (1) share of Common Stock for $6.00
per share (subject to adjustment) until 5:00 p.m., New York City Time, on
January , 2003 the "Expiration Date"). The Common Stock and Warrants
comprising the Units represented by this certificate are not transferable
separately prior to the date National Securities Corporation ("National") may
determine, provided, however, that such determination shall not be made prior
to the delivery of the Company's audited financial statements to National
which reflect the receipt of the proceeds of the Company's initial public
offering. The terms of the Warrants are governed by a Warrant Agreement dated
as of January , 1998 the "Warrant Agreement") between the Company, National
and Continental Stock Transfer & Trust Company, as Warrant Agent (the
"Warrant Agent"), and are subject to the terms and provisions contained
therein all of which terms and provisions the holder of this certificate
consents to by acceptance hereof. Copies of the Warrant Agreement are on file
at the office of the Warrant Agent at and are available to any
Warrant holder on written request and without cost. The Warrant shall be void
unless exercised before 5:00 p.m., New York City Time on the Expiration Date.
This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar of the Company.
DATED CASULL ARMS CORPORATION
/s/ Richard J. Casull [SEAL] /s/ Allan R. Tessler
Chief Executive Officer Chairman of the Board
and Assistant Secretary
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CASULL ARMS CORPORATION
The Corporation will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIT GIFT MIN ACT--______Custodian_______
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act_______________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ___________________ hereby sell, assign and transfer unto
Please Insert Social Security or Other
Identifying Number of Assignee
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Please print or typewrite name and address. including zip code,
of assignee.
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of the Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint
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to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated,
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NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the Certificate in every particular
without alteration or enlargement or any
change whatever.
