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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
PERFORMANCE PRINTING CORPORATION.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Texas 75-2418082
(State of incorporation) (I.R.S. Employer Identification No.)
3012 Fairmount Avenue
Dallas, Texas 75201
(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. [ x ]
Securities Act registration statement file number to which this form
relates: 333-46115
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 Common Stock and Warrants) Boston Stock Exchange
Common Stock, $.01 par value Boston Stock Exchange
Redeemable Series A Common Stock Purchase Warrants Boston Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Units (consisting of Common Stock and Warrants) Nasdaq small Cap Market
Common Stock, $.01 par value Nasdaq Small Cap Market
Redeemable Common Stock Purchase Warrants Nasdaq Small Cap Market
(Title of Class)
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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 Redeemable 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.333-46115). 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. 333-46115) filed
February 11, 1998 as amended on April 8, 1998 (the
"Registration Statement"). (1)
2. Articles of Incorporation of the Registrant, as amended. 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 certificate of Units to be registered hereunder. (2)
4.2 Specimen certificate of Common Stock to be registered
hereunder. (2)
4.3 Specimen certificate of Warrants to be registered hereunder.
(2)
- -------------
(1) Incorporated by reference 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.
Performance Printing Corporation.
(Registrant)
Date: May 29, 1998
By: /s/ JOHN T. WHITE
-------------------------------------
John T. White
President
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1. Specimen certificate of Units to be registered hereunder.
4.2 Specimen certificate of Common Stock to be registered
hereunder.
4.3 Specimen certificate of Warrants to be registered hereunder.
<PAGE> 1
EXHIBIT 4.1
SEE REVERSE FOR CUSIP# 713760 20 5
CERTAIN DEFINITIONS
PERFORMANCE PRINTING CORPORATION
(A Texas Corporation)
2 Million Authorized Capital
3,000,000 shares of Preferred Stock, $1.00 value ea.
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE 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 duly authorized attorney, on surrender of
the certificate properly endorsed.
Each Unit consists of one (1) share of Performance Printing Corporation
common stock $.01 par value (the "Common Stock") and one (1) Warrant, each
Warrant to purchase one share of Common Stock for $7.50 per share at any time
after the Warrants become separately tradable, but no later than ____, 1998, and
before 5:00 p.m. Dallas, Texas time on ____, 2003 (the "Expiration Date"). The
terms of the Warrants are governed by a Warrant Agreement dated as of ____, 1998
(the "Warrant Agreement") between the Company and Securities Transfer
Corporation, 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 16910
Dallas Parkway, Dallas, Texas 75248 and are available to any Warrant Holder on
Written request without cost. The Warrant shall be void unless exercised before
5:00 p.m. Dallas, Texas time on the Expiration Date.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar of the Company.
The Warrants and the share of Common Stock of Performance Printing Corporation
represented by this Certificate shall not be detachable and not separately
tradable until _______ 1998 or such earlier date as shall be determined by First
London Securities Representative of the several underwriters.
Dated
COUNTERSIGNED AND REGISTERED; PERFORMANCE PRINTING CORPORATION
BY
AUTHORIZED SIGNATURE SECRETARY PRESIDENT
<PAGE> 2
PERFORMANCE PRINTING 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.
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN 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)
</TABLE>
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 full power of substitution in the premises.
Dated,
-----------------------
<TABLE>
<S> <C>
NOTICE: X
THE SIGNATURE(S) TO THIS --------------------------------------
ASSIGNMENT MUST CORRE- (SIGNATURE)
SPOND WITH THE NAME(S)
AS WRITTEN UPON THE
FACE OF THE CERTIFICATE
IN EVERY PARTICULAR
WITHOUT ALTERATION OR
ENLARGEMENT OR ANY
CHANGE WHATEVER. X
--------------------------------------
(SIGNATURE)
-----------------------------------------------------------------
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:
</TABLE>
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EXHIBIT 4.2
COMMON STOCK [LOGO] COMMON STOCK
PERFORMANCE PRINTING CORPORATION
THIS CERTIFICATE IS TRANSFERABLE CUSIP# 713760 10 6
IN DALLAS, TX SEE REVERSE FOR CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE
SHARE OF COMMON STOCK
This Certifies that
IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,
OF
PERFORMANCE PRINTING CORPORATION
(herein called the "Corporation") 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 or accompanied by proper assignment. This
certificate and the shares represented hereby are issued under and shall be
subject to provisions of the laws of the State of Texas and all the provisions
of the Articles of Incorporation and the Bylaws of the Corporation, and all
amendments hereto, copies of which are on file at the principal office of the
Corporation and the Transfer Agent, to all of which the holder of this
Certificate, by acceptance hereof, assents. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar of
the Corporation.
IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures
of duly authorized officers and facsimilie seal to be hereunto affixed.
Dated:
COUNTERSIGNED AND REGISTERED:
SECURITIES TRANSFER
CORPORATION P.O. Box
[SEAL] 701629 Dallas, Tx 75370-0001
By:
----------------------------------------
TRANSFER AGENT AND REGISTRAR-AUTHORIZED
SIGNATURE
PRESIDENT SECRETARY
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PERFORMANCE PRINTING CORPORATION
NO SHAREHOLDER HAS ANY PREEMPTIVE RIGHT TO ACQUIRE ANY UNISSUED OR
TREASURY SECURITIES OF THE CORPORATION, A COMPLETE STATEMENT OF THE DENIAL OF
PREEMPTIVE RIGHTS IS SET FORTH IN THE CORPORATION'S ARTICLES OF INCORPORATION,
AS AMENDED (THE "ARTICLES OF INCORPORATION"), ON FILE IN THE OFFICE OF THE
SECRETARY OF STATE OF THE STATE OF TEXAS, THE CORPORATION WILL FURNISH A COPY
OF THE ARTICLES OF INCORPORATION TO THE RECORD HOLDER OF THIS CERTIFICATE,
WITHOUT CHARGE, ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF
BUSINESS OR REGISTERED OFFICE.
THE CORPORATION IS AUTHORIZED TO ISSUE TWO CLASSES OF STOCK, COMMON
STOCK AND PREFERRED STOCK, THE BOARD OF DIRECTORS OF THE CORPORATION HAS
AUTHORITY TO FIX THE NUMBER OF SHARES AND THE DESIGNATION OF ANY SERIES OF
PREFERRED STOCK AND TO DETERMINE OR ALTER THE RIGHTS, PREFERENCES, PRIVILEGES
AND RESTRICTIONS GRANTED TO OR IMPOSED UPON ANY UNISSUED SERIES OF PREFERRED
STOCK, THE CORPORATION WILL FURNISH A FULL STATEMENT OF THE DESIGNATIONS,
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS
AUTHORIZED TO BE ISSUED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE, ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF
BUSINESS OR REGISTERED OFFICE.
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:
<TABLE>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN 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 UNIF TRF MIN ACT-.........Custodian(until age..)
(Cust)
.........under Uniform Transfers
(Minor)
to Minors Act...................
(State)
</TABLE>
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 common stock 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
full power of substitution in the premises.
Dated ______________________________________
NOTICE: X_______________________________
THIS SIGNATURE(S) TO (SIGNATURE)
THIS ASSIGNMENT MUST
CORRESPOND WITH THE
NAME AS WRITTEN
UPON THE FACE OF THE X_______________________________
CERTIFICATE IN EVERY (SIGNATURE)
PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
THIS 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.
SIGNATURE(S) GUARANTEED BY:
AMERICAN BANK NOTE COMPANY APR 28,1998 fm
3504 ATLANTIC AVENUE
SUITE 12
LONG BEACH, CA 90807 056455bk-C
(562) 989-2333
(FAX) (562) 426-7450
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EXHIBIT 4.3
VOID AFTER __________, 2003
REDEEMABLE COMMON STOCK PURCHASE WARRANT CERTIFICATE TO
PURCHASE ONE SHARE OF COMMON STOCK WARRANTS
PERFORMANCE PRINTING CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE
OF TEXAS
THIS CERTIFICATE IS TRANSFERABLE IN
DALLAS, TX
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSP#713760 114
THIS CERTIFIES THAT
OR REGISTERED ASSIGNS (THE "REGISTERED HOLDER") IS THE OWNER OF
Redeemable Common Stock Purchase Warrants (the "Warrants") specified above. Each
Warrant initially entitles the Registered Holder to purchase, subject to the
terms and conditions set forth in this Certificate and the Warrant Agreement
(as hereinafter defined), one fully paid and nonassessable share of Common
Stock, $.01 per value, of Performance Printing Corporation, a Texas corporation
(the "Company"), at any time between __________, 1998 (the "Initial Warrant
Exercise Date"), and the Expiration Date (as herein defined) upon the
presentation and surrender of this Warrant Certificate with the Election to
Purchase on the reverse hereof duly executed, at the corporate office of
Securities Transfer Corporation, as Warrant Agent, or its successor (the
"Warrant Agent"), accompanied by payment of $7.50 subject to adjustment (the
"Purchase Price"), in lawful money of the United States of America in cash or
by check made payable to the Warrant Agent for the account of the Company.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, the Company has caused this Certificate to be duly
executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated:
PERFORMANCE PRINTING CORPORATION
COUNTERSIGNED AND REGISTERED:
SECURITIES TRANSFER CORPORATION
P. O. Box 701629
Dallas, Tx 75370-0001
By:
----------------------------- SECRETARY PRESIDENT
TRANSFER AGENT AND REGISTRAR-
AUTHORIZED SIGNATURE
<PAGE> 2
PERFORMANCE PRINTING CORPORATION
ELECTION TO PURCHASE
(To be signed only upon exercise of Warrant)
TO: Performance Printing Corporation
The undersigned, the Holder of Warrant Certificate number -(the
"Warrant"), representing Warrants of Performance Printing Corporation (the
'Company"),
which Warrant Certificate Is being delivered herewith, hereby
irrevocably elects to exercise the purchase right provided by the Warrant
Certificate for, and to purchase thereunder, shares of Common Stock of the
Company, and herewith makes payment of $ therefor, and requests that the
certificates for such securities be issued In the name of and delivered to
whose address Is all In accordance with the Warranty Agreement and the Warrant
Certificate.
Dated:
(Signature must conform In all respects to name of Holder as specified
on the face of the Warrant Certificate)
ASSIGNMENT
(To be exercised by the registered holder If such holder desires to transfer
the Warrant Certificate.) Dated: hereby sells, assigns and transfers unto
this Warrant Certificate, together with all with all rights, title and Interest
therein, and does hereby Irrevocably constitute and appoint
Attorney,
to transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution
Dated: Signature:
(Signature must conform In all respects
to name of Holder as
specified on the face of
(insert Social Security or Other
Identifying Number of
Assignee)
<PAGE> 3
PERFORMANCE PRINTING CORPORATION
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated ______ 1998, by
and between the Company and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price and the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests will be issued. In the case of
the exercise of less than all Warrants represented hereby, the Company shall
cancel this Warrant Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrant Certificates of like tenor, which
the Warrant Agent shall countersign, for the balance of such Warrants.
The term "Expiration Date" shall mean 5:00 p.m. (Dallas time) on _____
2003. If such date shall in the State of Texas be a holiday or a day on which
the banks are authorized close, then the Expiration Date shall mean 5:00 p.m.
(Dallas time) the next following day which in the State of Texas is not a
holiday or a day on which banks are authorized to close.
The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to such securities
is effective or an exemption thereunder is available. The Company has covenanted
and agreed that it will file a registration statement under the Federal
securities laws, use its best efforts to cause the same to become effective, use
its best efforts to keep such registration statement current, if required under
the Act, while any of the Warrants are outstanding, and deliver a prospectus
which complies with Section 10(a)(3) of the Act to the Registered Holder
exercising this Warrant. This Warrant shall not be exercisable by a Registered
Holder in any state where such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrentder. Upon due presentment and payment of any tax or other
charges imposed in connection therewith or incident thereto, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Cetificate of
Warrant Certificates representing an equal aggregate number of Warrants will be
issued to transferee in exchange therefor, subject to the limitations provided
in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.
Subject to the provisions of the Warrant Agreement, this Warrant
may be redeemed at the option of the Company, at the redemption price of $.05
per Warrant, on not less than 30 not more than 60 days written notice ("Notice
of Redemption").If the closing price for the Common Stock for seven trading
days during a 10 consecutive trading day period ending not more than 15 days
prior to the date notice of redemption is mailed equals or exceeds $10.00 per
share subject to adjustment under certain circumstances and provided there is
then a current registration statement under the Securities Act of 1933, as
amended, with respect the Warrants except to receive the $.05 per Warrant upon
surrender of this Warrant Certificate.
Under certain circumstances, the Representative shall (as that term
is defined in the Warrant Agreement) or its designees collectively shall be
entitled upon the exercise or redemption of the Warrants to receive a fee equal
to 5% of the gross proceed received by the Company from the exercise of the
Warrants and 5% of the aggregate redemption for the Warrants represented
hereby.
Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company of the Warrant Agent for all purposes and
shall not be affected by any notice to the contrary, except as provided in the
Warrant Agreement.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Texas without giving effect to
conflicts of laws.
ELECTION TO PURCHASE
(TO BE SIGNED ONLY UPON, EXERCISE OF WARRANT.)
TO: Performance Printing Corporation
The undersigned, the Holder of Warrant Certificate number ____________(the
"Warrant"), representing __________ Warrants of Performance Printing
Corporation (the "Company"), which Warrant Certificate is going delivered
herewith, hereby irrevocably elects to exercise the purchase right provided by
the Warrant Certificate for, and to purchase thereunder, _____________ shares
of Common Stock of the Company, and herewith makes payment of $______ therefor,
and requests that the certificates for such securities be issued in the name of
and delivered to
_______________________________________________________________________________
whose address is
_______________________________________________________________________________
all in accordance with the Warranty Agreement and the Warrant Certificate.
Dated:______________________ ____________________________________________
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant Certificate)
ASSIGNMENT
(TO BE EXERCISED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER
THE WARRANT CERTIFICATE.)
Dated:___________________________________________ hereby sells, assigns
and transfers unto______________________________________________________________
this Warrant Certificate, together with all with all rights, title and interest
therin, and does hereby irrevocably constitute and______________________________
appoint____________________________________________ to transfer the within
Warrant Certificate on the books of the within-named Company, with full power
of substitution. I
Dated:___________________________ Signature:_______________________________
(Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant Certificate)
_________________________________________
(Insert social Security or Other
Identifying Number of Assignee)
