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REGISTRATION NO. ______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
SILVERLEAF RESORTS, INC.
(Exact name of registrant as specified in its charter)
Texas 75-225980
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1221 Riverbend 75247
Dallas, Texas (Zip Code)
(214) 631-1166
(Address of principal
executive offices)
Securities to be registered pursuant to
Section 12(b) of the Act
Title of each class to Name of each exchange on which
be so registered each class is to be registered
---------------------- ------------------------------
Common Stock, $0.01 par value New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box [ ]
Securities to be registered pursuant to
Section 12(g) of the Act:
None
(Title of each class to be registered)
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ITEM 1. Description of Registrant's Securities to be Registered.
Common Stock $0.01 Par Value
The capital stock of Silverleaf Resorts, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Common Stock with a par value of $0.01 per
share. Holders of the Common Stock are entitled to one vote per share at all
meetings of stockholders. Dividends that may be declared on the Common Stock
will be paid in an equal amount to the holder of each share. No pre-emptive
rights are conferred upon the holders of such stock and there are no
liquidation or conversion rights, nor are there any redemption or sinking fund
provisions, and there is no liability to further calls or to assessments by the
Registrant.
A more complete description of the Common Stock to be registered
hereunder is contained in the section entitled "Description of Capital
Stock--Common Stock" at page 72 of the Preliminary Prospectus included in
Amendment No. 1 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-24273) filed with the Securities and Exchange Commission
(the "Commission") on May 16, 1997, and is incorporated herein by reference.
Certain provisions of the Company's Articles of Incorporation and
Bylaws were designed to make the Company a less attractive target for
acquisition by an outsider who does not have the support of the Company's
directors. These provisions: (1) provide for a classified Board of Directors;
(2) provide that a director may be removed with or without cause by the
affirmative vote of at least two-thirds of the votes entitled to be cast in the
election of directors; (3) provide that the remaining directors shall fill any
vacancy on the Board of Directors resulting from removal; (4) provide that
nominations for a director may be made only by written notice; (5) provide that
cumulative voting is not permitted for the election of directors; (6) provide
that with respect to an annual meeting of shareholders, nominations of persons
for election to the Board of Directors and the proposal of business to be
considered by shareholders may be made only pursuant to the Company's notice of
meeting, by the Board of Directors, or by a shareholder who is entitled to vote
at the meeting and has complied with the advance notice procedures set forth
in the Bylaws; (7) provide that with respect to special meetings of
shareholders, only the business specified in the Company's notice of meeting
may be brought before the meeting of the shareholders, or provided that the
Board of Directors has determined that directors shall be elected at such
meeting, nominations of persons for election to the Board of Directors may be
made by a shareholder who is entitled to vote at the meeting and has complied
with the advance notice provisions set forth in the Bylaws; (8) provide that in
order for shareholders to call special meetings, the written consent of holders
of shares entitled to cast not less than 25% of all votes entitled to be cast
at such meeting is required; (9) provide that the Company limits the liability
of officers and directors to the fullest extent permitted by Texas law; and
(10) provide that the Company is required to indemnify its directors and
officers to the fullest extent permitted by Texas law.
ITEM 2. Exhibits.
Exhibit
Number Description
- ------- -----------
1.1 Specimen certificate for Registrant's Common stock (filed as
Exhibit 4.1 to Amendment No. 1 to Registrant's Registration
Statement on Form S-1 (Registration No. 333-24273) filed with
the Commission on May 16, 1997 and incorporated herein by
reference.)
2.1 Charter of the Registrant (filed as Exhibit 3.1 to Amendment No.
1 to Registrant's Registration Statement on Form S-1
(Registration No. 333-24273) filed with the Commission on March
31, 1997 and incorporated herein by reference.)
2.2 Bylaws of the Registrant (filed as Exhibit 3.2 to Amendment No.
1 to Registrant's Registration Statement on Form S-1
(Registration No. 333-24273) filed with the Commission on May
16, 1997 and incorporated herein by reference.)
[All other exhibits required by Instruction II to Item 2 will be
supplied to the Exchange.]
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SIGNATURE
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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: May 16, 1997 SILVERLEAF RESORTS, INC., a
Texas Corporation
(Registrant)
By: /s/ Robert E. Mead
-------------------------
Chief Executive Officer
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