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
Hagler Bailly, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 54-1759180
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
1530 Wilson Boulevard, Suite 900, Arlington, VA 22209
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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
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c)(1) simultaneously with the
please check to the following effectiveness of a concurrent
box. / / 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(b) of the Act:
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
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(Title of class)
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Item 1. Description of Registrant's Securities To Be
Registered.
Registrant's Common Stock, par value $.01, is described under
the caption "Description of Capital Stock - Common Stock" at page 49 of the
Registrant's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, on February
20, 1997, as amended most recently by Amendment No. 2 filed with the Securities
and Exchange Commission on June 11, 1997 (the "Registration Statement"). A
copy of page 49 of the Registration Statement is filed herewith and the
description of the Common Stock is incorporated herein by reference.
Item 2. Exhibits.
Exhibit Description
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1 Amended and Restated Articles of
Incorporation of Hagler Bailly, Inc.
(Incorporated by reference to Exhibit 3.1 of
the Registration Statement).
2 Amended and Restated Bylaws of Hagler
Bailly, Inc. (Incorporated by reference to
Exhibit 3.2 of the Registration Statement).
3 Specimen Common Stock Certificate of Hagler
Bailly, Inc. (Incorporated by reference to
Exhibit 4.1 of the Registration Statement).
4 Portion of page 49 of the Registration Statement
containing the section entitled "Description
of Securities - Common Stock."
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized.
HAGLER BAILLY, INC.
Date: June 25, 1997 By: /s/ Henri-Claude Bailly
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Henri-Claude A. Bailly
President and Chief
Executive Officer
<PAGE>
Exhibit Index
Exhibit
Number Description Page
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1. Amended and Restated Articles of
Incorporation of Hagler Bailly, Inc.
(Incorporated by reference to Exhibit
3.1 of the Registration Statement).
2. Amended and Restated Bylaws of Hagler
Bailly, Inc. (Incorporated by reference
to Exhibit 3.2 of the Registration
Statement).
3. Specimen Common Stock Certificate of
Hagler Bailly, Inc. (Incorporated by
reference to Exhibit 4.1 of the
Registration Statement).
4. Portion of page 49 of the Registration 4
Statement containing the section entitled
"Description of Securities - Common Stock."
<PAGE>
Exhibit 4
<PAGE>
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
Holders of Common Stock are entitled to one vote per share for the election
of directors and all other matters submitted for stockholder vote, except
matters submitted to the vote of another class or series of shares. Holders of
Common Stock are not entitled to cumulative voting rights. Therefore, the
holders of a majority of the shares voting for the election of directors can
elect all of the directors if they choose to do so. The holders of Common Stock
are entitled to dividends in such amounts and at such times, if any, as may be
declared by the Board of Directors out of funds legally available therefor. The
Company has not paid any dividends on its Common Stock and does not anticipate
paying any cash dividends on such stock in the foreseeable future. See "Dividend
Policy." Upon liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to share ratably in all net assets available for
distribution to stockholders after payments to creditors. The Common Stock is
not redeemable and has no preemptive or conversion rights.
The rights of the holders of Common Stock are subject to the rights of the
holders of any Preferred Stock which may, in the future, be issued. All
outstanding shares of Common Stock are, and the shares of Common Stock to be
sold by the Company in this offering when issued will be, duly authorized,
validly issued, fully paid and nonassessable.
PREFERRED STOCK
Upon or after the closing of the Offering, the Company will have the
authority to issue up to 5,000,000 shares of Preferred Stock in one or more
series and to fix and determine the relative rights, preferences and limitations
of each class or series so authorized without any further vote or action by the
stockholders. The Board of Directors may issue Preferred Stock with voting and
conversion rights which could adversely affect the voting power of the holders
of Common Stock and have the effect of delaying or preventing a change in the
control of the Company. As of the date of this Prospectus, no shares of
Preferred Stock are outstanding. The Company has no current intention to issue
any shares of Preferred Stock.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION, BY-LAWS AND DELAWARE LAW
Certificate of Incorporation and By-Laws. The Company's Amended and
Restated Certificate of Incorporation provides that the Board of Directors will
be divided into three classes of directors, each class constituting
approximately one-third of the total number of directors and with the classes
serving staggered three-year terms. The By-Laws provide that the Company's
stockholders may call a special meeting of stockholders only upon a request of
stockholders owning at least 50.0% of the Company's capital stock. These
provisions of the Certificate of Incorporation and By-Laws could discourage
potential acquisition proposals and could delay, defer or prevent a change in
control of the Company. These provisions are intended to enhance the likelihood
of continuity and stability in the composition of the Board of Directors and in
the policies formulated by the Board of Directors and to discourage certain
types of transactions that may involve an actual or threatened change of control
of the Company. These provisions are designed to reduce the vulnerability of the
Company to an unsolicited acquisition proposal. The provisions also are intended
to discourage certain tactics that may be used in proxy fights. However, such
provisions could have the effect of discouraging others from making tender
offers for the Company's shares and, as a consequence, they also may inhibit
fluctuations in the market price of the Company's shares that could result from
actual or rumored takeover attempts. Such provisions also may have the effect of
preventing changes in the management of the Company. See "Risk Factors --
Certain Anti-takeover Effects."
Delaware Takeover Statute. The Company is subject to Section 203 of the
Delaware General Corporation Law ("Section 203"), which, subject to certain
exceptions, prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years
following the date that such stockholder became an interested stockholder,
unless: (i) prior to such date, the board of directors of the corporation
approved either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder; (ii) upon consummation of the
transaction that resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85.0% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares owned (a)
by persons who are directors and also officers and (b) by employee stock plans
in which employee participants do not have the right to determine confidentially
whether shares held subject to such plans will be tendered in a tender or
exchange offer; or (iii) on or subsequent to such date, the business combination
is approved by the board of directors and authorized at an annual or special
meeting of the stockholders, and not by written consent, by the affirmative vote
of at least 66 2/3% of the outstanding voting stock that is not owned by the
interested stockholder.
