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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
FRANCHISE MORTGAGE ACCEPTANCE COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 95-4649104
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2049 CENTURY PARK EAST, SUITE 350, LOS ANGELES, CALIFORNIA 90067
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(Address of principal executive offices) (Zip Code)
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
NONE
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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 $0.001 PAR VALUE PER SHARE
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(Title of class)
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(Title of class)
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FRANCHISE MORTGAGE ACCEPTANCE COMPANY FORM 8A
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the section entitled "Description of Capital
Stock" in that portion of the Prospectus contained in Registrant's Registration
Statement on Form S-1 filed with the Securities and Commission on August 27,
1997, as amended (the "Registration Statement"), at pages 71 and 72. A copy of
pages 71 and 72 of the Prospectus is attached hereto as Exhibit 7.1. This
information has previously been filed with the Nasdaq National Market.
ITEM 2. EXHIBITS.
II.
4.1 The Registrant's Amended and Restated Articles of Incorporation.(1)
4.2 The Registrant's Bylaws.(1)
4.3 Form of Registration Rights Agreement among Registrant, Imperial
Credit Industries, Inc. and FLRT, Inc.(1)
5.1 Form of Common Stock Certificate.(1)
7.1 Pages 71 and 72 of the Prospectus.
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(1) In accordance with the Instructions to this Form 8-A, these Exhibits are
not being filed with, or incorporated by reference in, copies of the
Registration Statement filed with the Securities and Exchange Commission.
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.
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Date: October 29, 1997
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By: /s/ Wayne L. Knyal
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Wayne L. Knyal
President and Chief Executive Officer
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DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock and 10,000,000 shares of Preferred Stock. After giving effect
to this Offering, there will be 27,200,000 shares of Common Stock outstanding
and no shares of Preferred Stock outstanding.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share on matters to be
voted upon by the stockholders. There are no cumulative voting rights. Holders
of Common Stock are entitled to receive ratable dividends when, as and if
declared by the Board of Directors out of funds legally available therefor.
Upon the liquidation, dissolution or winding up of the Company, holders of
Common Stock share ratably in the assets of the Company available for
distribution to its stockholders, subject to the preferential rights of any
then-outstanding shares of Preferred Stock. No shares of Preferred Stock will
be outstanding immediately following the consummation of this Offering.
Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. All shares of Common Stock outstanding upon the effective
date of this Prospectus, and the shares offered hereby will, upon issuance and
sale, be fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors has the authority, without further action by the
stockholders of the Company, to issue up to 10,000,000 shares of Preferred
Stock in one or more series, and to fix the designations, rights, preferences,
privileges, qualifications and restrictions thereof including dividend rights,
conversion rights, voting rights, rights and terms of redemption, liquidation
preferences and sinking fund terms, any or all of which may be greater than
the rights of the Common Stock. The Board of Directors, without stockholder
approval, can issue Preferred Stock with voting, conversion and other rights
which could adversely affect the voting power and other rights of the holders
of Common Stock. Preferred Stock could thus be issued quickly with terms
calculated to delay or prevent a change in control of the Company or to make
removal of management more difficult. In certain circumstances, such issuance
could have the effect of decreasing the market price of the Common Stock. The
issuance of Preferred Stock may have the effect of delaying, deterring or
preventing a change in control of the Company without any further action by
the stockholders including, but not limited to, a tender offer to purchase
Common Stock at a premium over then current market prices. The Company has no
present plan to issue any shares of Preferred Stock.
CERTAIN PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW
Generally, Section 203 of the DGCL prohibits a publicly held Delaware
corporation from engaging in a broad range of "business combinations" with an
"interested stockholder" (defined generally as a person owning 15% of more of
a corporation's outstanding voting stock) for three years following the date
such person became an interested stockholder unless (i) before the person
becomes an interested stockholder, the transaction resulting in such person
becoming an interested stockholder or the business combination is approved by
the board of directors of the corporation, (ii) upon consummation of the
transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 85% of the outstanding
voting stock of the corporation (excluding shares owned by directors who are
also officers of the corporation or shares held by employee stock plans that
do not provide employees with the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender offer or exchange
offer), or (iii) on or after such date on which such person became an
interested stockholder the business combination is approved by the board of
directors and authorized at an annual or special meeting, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock excluding shares owned by the interested stockholders. The restrictions
of Section 203 do not apply, among other reasons, if a corporation, by action
of its stockholders, adopts an amendment to its certificate of incorporation
or bylaws expressly electing not to be governed by Section 203, provided that,
in addition to any other vote required by law, such amendment to the
certificate of incorporation or bylaws must be approved by the affirmative
vote of a majority of the shares entitled to vote. Moreover, an amendment so
adopted is not effective until twelve months after its adoption and does not
apply to any business combination between the corporation and any person who
became an interested stockholder of such corporation on or prior to such
adoption. The Certificate of Incorporation and Bylaws do not currently contain
any provisions electing not to be governed by Section 203 of the DGCL.
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Section 203 of the DGCL may discourage persons from making a tender offer
for or acquisitions of substantial amounts of the Common Stock. This could
have the effect of inhibiting changes in management and may also prevent
temporary fluctuations in the Common Stock that often result from takeover
attempts.
Section 211 of the DGCL allows a corporation to designate in its certificate
of incorporation or bylaws who may call a special meeting of the stockholders.
The Certificate of Incorporation will designate that only members of the
Company's Board of Directors may call a special meeting of the stockholders.
Section 228 of the DGCL allows any action that is required to be or may be
taken at a special or annual meeting of the stockholders of a corporation to
be taken without a meeting with the written consent of holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, provided that the certificate of
incorporation of such corporation does not contain a provision to the
contrary. The Certificate of Incorporation will contain such a provision, and
therefore stockholders holding a majority of the voting power of the Common
Stock will not be able to approve corporate actions requiring stockholder
approval without holding a meeting of stockholders.
REGISTRATION RIGHTS
The Company has entered into the ICII Registration Rights Agreement pursuant
to which the Company has agreed to file one or more registration statements
under the Securities Act in the future for shares of the Company held by ICII,
subject to certain conditions set forth therein. Pursuant to the ICII
Registration Rights Agreement, the Company will use its reasonable efforts to
cause such registration statements to be kept continuously effective for the
public sale from time to time of the shares of the Company held by ICII. Also,
under the ICII Registration Rights Agreement, FLRT, Inc. may piggyback its
shares onto any registration statement concerning shares of the Company's
Common Stock held by ICII; provided however that for a period of three years
following the date of this Prospectus, FLRT, Inc. is limited in the amount of
shares of the Company's Common Stock it can sell to that amount authorized
pursuant to Rule 144. Thereafter, FLRT, Inc. has registration rights similar
to those granted to ICII under the ICII Registration Rights Agreement without
any volume limitations.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is U.S. Stock
Transfer, Glendale, California.
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