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
Westower Corporation
(Exact name of Registrant as specified in its charter)
Washington 91-1825860
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
7001 NE 40th Avenue
Vancouver, Washington 98661
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. [ x ]
If this form relates to the registration of a class of securities pursuant
to Section 12 (g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-32963
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
Units (consisting of one share and one warrant) American Stock Exchange
Common Stock, $.01 par value American Stock Exchange
Redeemable Common Stock Purchase Warrants American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered are the Registrant's Units, Common
Stock, $.01 par value per share and Common Stock Purchase Warrants. Such
securities are described under the caption "Description of Securities" in the
Prospectus filed as part of the Registrant's registration statement on Form SB-2
(File No.333-32963). Such description is hereby incorporated herein by reference
as permitted by Rule 12b-23.
Item 2. Exhibits.
The following exhibits are filed, or incorporated by reference, as part
of this Registration Statement:
1. Registration Statement on Form SB-2 (File No. 333-32963) filed August 6,
1997 as amended (the "Registration Statement"). (1)
2. Articles of Incorporation of the Registrant. Filed as Exhibit 3.1 to the
Registration Statement. (1)
3. Bylaws of the Registrant. Filed as Exhibit 3.2 to the Registration
Statement. (1)
4.1 Specimen of unit certificate to be registered hereunder. (2)
4.2. Specimen common stock certificate to be registered hereunder. (2)
4.3. Specimen of warrant certificate to be registered hereunder. Exhibit A
to the Warrant Agreement filed as Exhibit 10.1 to the Registration Statement.(1)
(1) Incorporated by reference from the Registration Statement as permitted by
Rule 12b-32. (2) Filed herewith.
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.
Westower Corporation (Registrant)
Date: October 14, 1997 By:/s/ Calvin J.Payne
Calvin J. Payne
Chairman and Chief Executive Officer
WESTOWER CORPORATION
A Washington Corporation
Authorized Capitalization
10,000,000 shares of Common Stock, $.01 par value
No. U___________ __________Units
See Reverse For
Certain Definitions CUSIP 96121E 20 0
Units Consisting Of One Share of Common Stock And One Warrant Each Warrant
To Purchase One Share Of Common Stock
This certifies that _____________________ is the owner of ________
Units as described above, transferable only on the books of the Corporation by
the holder thereof in person or by his or her duly authorized attorney, on
surrender of the Certificate properly endorsed.
Each Unit consists of one (1) share of Westower Corporation stock, $.01
par value (the "Common Stock") and one (1) Warrant (each individual warrant, the
"Warrant"), each Warrant to purchase one (1) share of Common Stock for $9.00 per
share at any time on or after the Warrants become separately tradable but no
later than _________ 1998 and before 5:00 P.M. Eastern Standard Time on
__________ 2002 (the "Expiration Date"). The terms of the Warrants are governed
by a Warrant Agreement dated as of __________ 1997 (the "Warrant Agreement")
between the Company and American Stock Transfer & Trust Company, as Warrant
Agent (the "Warrant Agent"), and are subject to the terms and provisions
contained therein, to all of which terms and provisions the holder of this Unit
Certificate consents by acceptance hereof. Copies of the Warrant Agreement are
on file at the office of the Warrant Agent at 40 Wall Street, New York, New York
10005, 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., Eastern
Standard Time, on the Expiration Date.
This Certificate is not valid unless countersigned and registered by
the Transfer Agent and the Registrar of the Company.
The Warrants and the shares of Common Stock of Westower Corporation represented
by this Unit Certificate shall be nondetachable and not separately tradable
until the earlier of __________ 1998 or such earlier date as shall be determined
by ____________________, as the representatives of the several underwriters (the
"Separation Date").
Dated SEAL WESTOWER CORPORATION
Countersigned and Registered:
American Stock Transfer & Trust Company
New York, New York
Transfer Agent and Registrar
By ____________________ ____________________ ____________________
Authorized Signature Peter Lucas Calvin J. Payne
Secretary Chairman and
Chief Executive Officer
<PAGE>
Form of Reverse Side Of Unit Certificate
WESTOWER CORPORATION
The Corporation will furnish upon request and without charge to each
stockholder the powers, designations, preferences and relative, participating,
optional and other special rights of each class of stock and series within a
class of stock of the Corporation, as well as the qualifications, limitations
and restrictions relating to those preferences and/or rights. A Stockholder may
make the request to the Corporation or to its Transfer Agent and Registrar.
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 UNIF GIFT ACT______Custodian_______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
Survivorship and not as tenants Act ______________________
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
______________________________
(Please Print Or Typewrite Name And Address, Including Zip Code Of
Assignee) _____________________________________________________________
_________Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint _________________ Attorney to transfer the said stock on
the books of the within-named Corporation with the full power of substitution in
the premises.
Dated, ______________________________________-
X__________________________________
(Signature)
X__________________________________
(Signature)
NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
The Signature(s) Should Be Guaranteed By An "Eligible Guarantor Institution" As
Defined In Rule 17Ad-15 Under The Securities And Exchange Act Of 1934 As
Amended.
Signature(s) Guaranteed By: _________________________________________
WESTOWER CORPORATION
Incorporated Under The Laws Of The State Of Washington
NUMBER SHARES
C ________________ ________
Common Stock
Par Value $.01 Each
CUSIP 96121E 10 1
See Reverse For Certain Definitions
This Certifies that ____________________________ is the owner of
_______________ fully paid and non-assessable shares of the Common Stock of
WESTOWER CORPORATION, a corporation organized under the laws of the State of
Washington, 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 and the shares represented hereby are
subject to all the terms, conditions and limitations of the Certificate of
Incorporation and the By-laws of the Corporation and amendments thereto, copies
of which are on file with the Corporation and the Transfer Agent, to all of
which the holder, by acceptance hereof, assents.
This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated SEAL WESTOWER CORPORATION
Countersigned and Registered:
American Stock Transfer & Trust Company
New York, New York
Transfer Agent and Registrar
By ____________________ ____________________ _______________________
Authorized Signature Peter Lucas Calvin J. Payne
Secretary Chairman and
Chief Executive Officer
<PAGE>
Form of Reverse Side Of Unit Certificate
WESTOWER CORPORATION
The Corporation will furnish upon request and without charge to each
stockholder the powers, designations, preferences and relative, participating,
optional and other special rights of each class of stock and series within a
class of stock of the Corporation, as well as the qualifications, limitations
and restrictions relating to those preferences and/or rights. A Stockholder may
make the request to the Corporation or to its Transfer Agent and Registrar.
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 UNIF GIFT ACT______Custodian_______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
Survivorship and not as tenants Act ______________________
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
______________________________
(Please Print Or Typewrite Name And Address, Including Zip Code Of
Assignee) _____________________________________________________________
_________Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint _________________ Attorney to transfer the said stock on
the books of the within-named Corporation with the full power of substitution in
the premises.
Dated, ______________________________________-
X__________________________________
(Signature)
X__________________________________
(Signature)
NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
The Signature(s) Should Be Guaranteed By An "Eligible Guarantor Institution" As
Defined In Rule 17Ad-15 Under The Securities And Exchange Act Of 1934 As
Amended.
Signature(s) Guaranteed By: _________________________________________
