FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEDLEY CREDIT ACCEPTANCE CORP.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3571419
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(State of Incorporation (I.R.S. Employer or
Organization) Identification No.)
10910 N.W. South River Drive, Miami, Florida 33178
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(Address of Principal Executive Offices)
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(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:
Common Stock, $.01 par value per share
Common Stock Purchase Warrants to purchase shares of Common Stock
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(Titles of Classes)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The securities to be registered hereunder are (i) shares
of Common Stock, $.01 par value per share (the "Common Stock"), of
Medley Credit Acceptance Corp., a Delaware corporation (the
"Registrant") and (ii) Common Stock Purchase Warrants (the
"Warrants") to purchase shares of Common Stock of the Registrant.
A description of the Common Stock and the Warrants being
registered hereunder is set forth under the heading "DESCRIPTION OF
SECURITIES" at pages 34-36 of Amendment No. 2 to the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-24937),
which Amendment No. 2 was filed with the Securities and Exchange
Commission on June 11, 1997 pursuant to the Securities Act of
1933, as amended (the "Registration Statement"), and such
description is attached hereto as Exhibit "A" and is incorporated
herein by reference.
ITEM 2. EXHIBITS.
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1 Amendment No. 2 to the Registrant's Registration
Statement on Form SB-2 (File No. 333-24937) (This
Amendment to Registration Statement was filed with the
Securities and Exchange Commission on June 11, 1997
and is incorporated herein by reference).
4(a) Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registration
Statement and incorporated herein by reference).
4(b) Certificate of Designation, Rights and Preferences
relating to shares of the Registrant's 10% Convertible
Preferred Stock (filed as Exhibit 3.2 to the Registration
Statement and incorporated herein by reference).
4(c) Bylaws of the Registrant (filed as Exhibit 3.3 to the
Registration Statement and incorporated herein by
reference).
4(d) Warrant Agency Agreement between the Registrant and
American Stock Transfer & Trust Company (filed as Exhibit
4.3 to the Registration Statement and incorporated herein
by reference).
5(a) Specimen Common Stock Certificate (filed as Exhibit 4.1
to the Registration Statement and incorporated herein by
reference).
5(b) Specimen Warrant Certificate (filed as Exhibit 4.2 to the
Registration Statement and incorporated herein by
reference).
<PAGE>
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.
Dated: June 11, 1997 MEDLEY CREDIT ACCEPTANCE CORP.
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(Registrant)
By: /s/ Robert D. Press
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Robert D. Press
President
<PAGE>
EXHIBIT A
DESCRIPTION OF SECURITIES
GENERAL
The Company is authorized to issue 15,000,000 shares of Common
Stock, par value $.01 per share, and 10,000,000 shares of preferred
stock, par value $.01 per share. As of the date of this
Prospectus, there were 1,680,000 shares of Common Stock issued and
outstanding, and 2,958,817 shares of preferred stock issued and
outstanding. All such preferred stock is Convertible Preferred
Stock, the only series of preferred stock outstanding as of the
date of this Prospectus.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each
share held of record on all matters to be voted on by stockholders.
There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the
shares voting for the election of directors can elect all of the
directors then up for election. The holders of Common Stock are
entitled to receive ratably 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 which are available for distribution to them after
payment of liabilities and after provision has been made for each
class of stock, if any, having preference over the Common Stock.
Holders of shares 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 in exchange for the consideration
set forth in this Prospectus, will be) fully paid and
nonassessable.
PREFERRED STOCK
The Company is authorized to issue preferred stock in one or
more series with such designations, rights, preferences and
restrictions as may be determined from time to time by the Board of
Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue preferred stock with
dividend, liquidation, conversion, voting or other rights which
could adversely affect the voting power or other rights of the
holders of the Company's Common Stock and, in certain instances,
could adversely affect the market price of such stock. In the
event of issuance, the preferred stock could be utilized, under
certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company.
In June 1996, the Company authorized and issued an aggregate
of 2,958,817 shares designated as Series A 10% Convertible
Preferred Stock. There is not authorized or outstanding, as of the
date of this Prospectus, any other series of preferred stock of the
Company. The Convertible Preferred Stock accrues dividends,
payable quarterly (to the extent legally sufficient funds are then
available to the Company), at an annual rate of $.10 per share.
All regularly declared but unpaid dividends cumulate. If the
Company, for whatever reason, fails to pay the regular quarterly
dividend with respect to the Convertible Preferred Stock for four
consecutive quarters, the holders of the Convertible Preferred
Stock, voting separately as a class, shall be entitled to elect one
designee to the Company's Board of Directors. Holders of shares of
Convertible Preferred Stock are not otherwise entitled to vote on
any matters affecting the Company or its stockholders, except as
may be required by law.
The Convertible Preferred Stock is entitled to a $1.00 per
share liquidation preference (together with all accrued and unpaid
dividends) over the Company's Common Stock in the event of
dissolution of the Company. After the satisfaction of all
indebtedness of the Company, holders of Convertible Preferred Stock
would then receive any remaining assets in priority to holders of
the Company's Common Stock.
Holders of the Convertible Preferred Stock shall have the
right, effective at any time following the closing of the Minimum
Offering, to convert any or all of such holder's shares of
Convertible Preferred Stock into shares of Common Stock of the
Company at the initial public offering price for the Common Stock
being offered hereby ($5.50 per share) less a 15% discount, or
approximately $4.68 per share (the "conversion price"). The number
of shares of Common Stock issuable upon conversion shall be
determined by dividing the aggregate liquidation value ($1.00 per
share) of all shares of Convertible Preferred Stock being converted
(together with the amount of all accrued and unpaid dividends with
respect to such shares) by the conversion price for such shares.
The Company has the unilateral right, commencing on June 1,
2001 (the "anniversary date"), to redeem all or any shares of
Convertible Preferred Stock at the redemption price of $1.00 per
share (together with the amount of all accrued and unpaid dividends
with respect to such shares) if the average closing price for
shares of the Company's Common Stock for the 20 consecutive trading
days immediately preceding the anniversary date exceeds the
conversion price by 20% (approximately $5.62 per share).
REDEEMABLE WARRANTS
Each Warrant offered hereby entitles the registered holder
thereof (the "Warrant Holders") to purchase, commencing one year
following the date of this Prospectus, one share of Common Stock at
a price of $5.75, subject to adjustment in certain circumstances,
until 5:00 p.m., Eastern time, on [ ], 2002 (five years
following the date of this Prospectus). The Warrants will be
separately transferable immediately upon issuance. The exercise
price for the Warrants has been set below the proposed initial
public offering price since purchasers of Warrants are bearing an
economic risk because the Warrants are not exercisable for the one
year period from the date of this Prospectus.
The Warrants are redeemable by the Company, upon the consent
of the Underwriter, at any time after [ ], 1998 (one year
following the date of this Prospectus), upon notice of not less
than 30 days at a price of $.15 per Warrant, provided that the
closing bid quotation of the Common Stock on all 25 of the trading
days ending on the third day prior to the day on which the Company
gives notice of redemption has been at least 150% (currently $8.25,
subject to adjustment) of the initial offering price of the Common
Stock offered hereby. The Warrant Holders shall have the right to
exercise their Warrants until the close of business on the date
fixed for redemption. The Warrants will be issued in registered
form under a warrant agreement by and among the Company, American
Stock Transfer & Trust Company, as warrant agent (the "Warrant
Agent"), and the Underwriter (the "Warrant Agreement"). The
exercise price and number of shares of Common Stock issuable on
exercise of the Warrants are subject to adjustment in certain
circumstances, including in the event of a stock dividend,
recapitalization, reorganization, merger or consolidation of the
Company. However, the Warrants are not subject to adjustment for
issuances of Common Stock at prices below the exercise price of the
Warrants. Reference is made to the Warrant Agreement (which has
been filed as an exhibit to the Registration Statement of which
this Prospectus is a part) for a complete description of the terms
and conditions of the Warrants.
The Warrants may be exercised upon surrender of the Warrant
certificate on or prior to the expiration date at the offices of
the Warrant Agent, with the exercise form on the reverse side of
the Warrant certificate completed and executed as indicated,
accompanied by full payment of the exercise price (by certified
check or bank draft payable to the Company) to the Warrant Agent
for the number of Warrants being exercised. Warrant Holders do not
have the rights or privileges of holders of Common Stock until
their Warrants are exercised.
No Warrant will be exercisable unless at the time of exercise
the Company has filed a current registration statement with the
Commission covering the shares of Common Stock issuable upon
exercise of such Warrant and such shares have been registered or
qualified or deemed to be exempt from registration or qualification
under the securities laws of the state of residence of the holder
of such Warrant. The Company will use its best efforts to have all
shares so registered or qualified on or before the exercise date
and to maintain a current prospectus relating thereto until the
expiration of the Warrants, subject to the terms of the Warrant
Agreement. While it is the Company's intention to do so, there can
be no assurance that it will be able to do so.
No fractional shares will be issued upon exercise of the
Warrants. However, if a Warrant Holder exercises all Warrants then
owned of record by him, the Company will pay such Warrant Holder,
in lieu of the issuance of any fractional share which is otherwise
issuable, an amount in cash based on the market value of the Common
Stock on the last trading day prior to the exercise date.
