SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 30549
________
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
TRAILER BRIDGE, INC.
(Exact name of registrant as specified in its charger)
Delaware 13-3617986
(State of incorporation or (I.R.S. employer
organization) identification no.)
9550 Regency Square Boulevard
Suite 500
Jacksonville, Florida 32225
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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:
Common Stock, $.01 par value
This Registration Statement contains a total of 4 pages. Certain
exhibits are incorporated in this Registration Statement by reference to
the Registrant's Registration Statement on Form S-1 (Commission File No.
333-28221). The Exhibit Index appears on sequential page no. 4.
Item 1. Description of Registrant's Securities to be Registered
The Registrant hereby incorporates by reference herein the
description of the Registrant's Common Stock, $.01 par value per share,
appearing under the caption, "Description of Capital Stock," in the
Prospectus contained in the Registrant's Registration Statement on Form S-
1, as filed with the Securities and Exchange Commission on May 30, 1997
under Commission File No. 333-28221 (as amended from time to time, the
"1933 Act Registration Statement"), and as such section may be amended at
the time the Registration Statement is declared effective. The form of
the Company's Articles of Incorporation and By-laws are filed as Exhibits
3A and 3B, respectively, to the Registration Statement.
Item 2. Exhibits
The following exhibits are filed as part of this Registration
Statement.
2(a) Amendment No. 1 to the 1933 Act Registration Statement, as filed
with the Securities and Exchange Commission on June 30, 1997.
2(b) Amended and Restated Certificate of Incorporation. 1
2(c) Amended and Restated Bylaws. 2
2(d) (i) Copy of form of stock certificate for the Registrant's
Common Stock (Citizen).
(ii) Copy of form of stock certificate for the Registrant's
Common Stock (Non-Citizen).
______________________
1 Incorporated herein by reference to Exhibit 3A of the 1933 Act
Registration Statement.
2 Incorporated herein by reference to Exhibit 3B of the 1933 Act
Registration Statement.
<PAGE>
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, thereunto duly authorized.
TRAILER BRIDGE, INC.
(Registrant)
By: /s/ Ralph W. Heim
Ralph W. Heim, President
Dated: June 27, 1997
<PAGE>
EXHIBIT INDEX
Sequential
Page No.
2(a) Amendment No. 1 to the 1933 Act Registration
Statement, as filed with the Securities and
Exchange Commission on June 30, 1997.
2(b) Amended and Restated Certificate of
Incorporation. 1
2(c) Amended and Restated Bylaws. 2
2(d) (i) Copy of form of stock certificate for
the Registrant's Common Stock (Citizen).
(ii) Copy of form of stock certificate for
the Registrant's Common Stock (Non-Citizen).
__________________________
1 Incorporated herein by reference to Exhibit 3A of the 1933 Act
Registration Statement.
2 Incorporated herein by reference to Exhibit 3B of the 1933 Act
Registration Statement.
Citizen Certificate-Front
TRAILER BRIDGE, INC.
C
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK SEE REVERSE FOR
ONE VOTE PER SHARE CERTAIN DEFINITIONS
CUSIP 892782 10 3
THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY
CITIZEN
THIS CERTIFIES that
is the owner of
fully paid and non-assessable shares with a par value of $.01 each of the
Common Stock of
TRAILER BRIDGE, INC.
transferable on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal and the facsimile signatures of the duly
authorized officers of the Corporation.
Dated:
PRESIDENT CHAIRMAN
COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
Certificate - Back
TRAILER BRIDGE, INC.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO OWNERSHIP
LIMITS AND TRANSFER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF THE CORPORATION (THE CERTIFICATE OF
INCORPORATION ) FOR THE PURPOSE OF ENSURING COMPLIANCE WITH APPLICABLE
LAWS OF THE UNITED STATES RELATING TO THE OWNERSHIP OR OPERATION OF
VESSELS OPERATING IN THE UNITED STATES COASTWISE TRADE. SUCH RESTRICTIONS
MAY RENDER TRANSFERS TO NON-CITIZENS OF THE UNITED STATES VOID IF ON ANY
DAY NON-CITIZENS (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) OWN MORE
THAN THE PERMITTED PERCENTAGE (24.99%) OF THE CAPITAL STOCK OR VOTING
POWER OF THE CORPORATION. THE CORPORATION MAY REQUIRE AN AFFIDAVIT OF
UNITED STATES CITIZENSHIP AS A CONDITION TO THE TRANSFER OF ANY SHARES
REPRESENTED BY THIS CERTIFICATE. A FULL COPY OF THE RESTRICTIONS CONTAINED
IN THE CERTIFICATE OF INCORPORATION IS AVAILABLE, UPON REQUEST, FROM THE
COMPANY AND THE FOREGOING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE CERTIFICATE OF INCORPORATION.
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
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- ............. Custodian ................
(Cust) (Minor)
under Uniform Gifts to Minors
Act ....................................
(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
_______________________________________
________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF
ASSIGNEE)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
shares of the capital stock evidenced by this Certificate and do hereby
irrevocably constitute and appoint _____________________________________
Attorney to transfer the said stock on the books of the Corporation with
full power of substitution.
Dated _______________________
Signature:
__________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
__________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
Non-Citizen Certificate - Front
TRAILER BRIDGE, INC.
N
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK SEE REVERSE FOR
ONE VOTE PER SHARE CERTAIN DEFINITIONS
CUSIP 892782 10 3
THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY
NON-CITIZEN
THIS CERTIFIES that
is the owner of
fully paid and non-assessable shares with a par value of $.01 each of the
Common Stock of
TRAILER BRIDGE, INC.
transferable on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal and the facsimile signatures of the duly
authorized officers of the Corporation.
Dated:
PRESIDENT CHAIRMAN
COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
Certificate - Back
TRAILER BRIDGE, INC.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO OWNERSHIP
LIMITS AND TRANSFER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF THE CORPORATION (THE CERTIFICATE OF
INCORPORATION ) FOR THE PURPOSE OF ENSURING COMPLIANCE WITH APPLICABLE
LAWS OF THE UNITED STATES RELATING TO THE OWNERSHIP OR OPERATION OF
VESSELS OPERATING IN THE UNITED STATES COASTWISE TRADE. SUCH RESTRICTIONS
MAY RENDER TRANSFERS TO NON-CITIZENS OF THE UNITED STATES VOID IF ON ANY
DAY NON-CITIZENS (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) OWN MORE
THAN THE PERMITTED PERCENTAGE (24.99%) OF THE CAPITAL STOCK OR VOTING
POWER OF THE CORPORATION. THE CORPORATION MAY REQUIRE AN AFFIDAVIT OF
UNITED STATES CITIZENSHIP AS A CONDITION TO THE TRANSFER OF ANY SHARES
REPRESENTED BY THIS CERTIFICATE. A FULL COPY OF THE RESTRICTIONS CONTAINED
IN THE CERTIFICATE OF INCORPORATION IS AVAILABLE, UPON REQUEST, FROM THE
COMPANY AND THE FOREGOING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE CERTIFICATE OF INCORPORATION.
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
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- ............. Custodian ................
(Cust) (Minor)
under Uniform Gifts to Minors
Act ....................................
(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
_______________________________________
________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF
ASSIGNEE)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
shares of the capital stock evidenced by this Certificate and do hereby
irrevocably constitute and appoint _____________________________________
Attorney to transfer the said stock on the books of the Corporation with
full power of substitution.
Dated _______________________
Signature:
__________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
__________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
