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
CONRAD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 72-1416999
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1501 Front Street
P.O. Box 790
Morgan City, Louisiana 70381
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
-----------------------
(Title of Class)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
Common Stock,
par value, $0.01 per share Nasdaq National Market
- ------------------------------ ----------------------------
-1-
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the common stock, par value $0.01 per share (the
"Common Stock"), of Conrad Industries, Inc. (the "Registrant") to be registered
hereunder is set forth under the captions "Summary" and "Description of Capital
Stock" in the prospectus included in the Registrant's Registration Statement on
Form S-1 (No. 333-49773), as filed with the Securities and Exchange Commission
on April 9, 1998 under the Securities Act of 1933, as amended, and will be set
forth in any prospectus filed in accordance with Rule 424(b) thereunder, which
description is incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement on Form 8-A are
either filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange Commission.
1. * Registrant's Registration Statement on Form S-1 (No.
333-49773) filed with the Securities and Exchange Commission
on April 9, 1998 (the "Registration Statement") (incorporated
herein by reference).
2. * Form of Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference from Exhibit 3.1
to the Registration Statement).
3. * Form of Amended and Restated Bylaws of the Registrant
(incorporated by reference from Exhibit 3.2 to the
Registration Statement).
4. Specimen Certificate evidencing shares of Common Stock of the
Registrant.
- -------------------
* Incorporated herein by reference.
-2-
<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.
Dated: May 13, 1998
CONRAD INDUSTRIES, INC.
By: /s/ William H. Hidalgo
-------------------------
William H. Hidalgo, President
and Chief Executive Officer
-3-
<PAGE>
EXHIBIT INDEX
1. * Registrant's Registration Statement on Form S-1 (No. 333-49773)
filed with the Securities and Exchange Commission on April 9, 1998
(the "Registration Statement") (incorporated herein by reference).
2. * Form of Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference from Exhibit 3.1 to
the Registration Statement).
3. * Form of Amended and Restated Bylaws of the Registrant (incorporated
by reference from Exhibit 3.2 to the Registration Statement).
4. Specimen Certificate evidencing shares of Common Stock of
the Registrant.
- --------------------
* Incorporated herein by reference.
-4-
Specimen Stock Certificate
NUMBER SHARES
CI
CONRAD INDUSTRIES, INC.
CUSIP 208305 10 2
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
This Certifies that
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK PAR VALUE $.01 PER
SHARE OF Conrad Industries, Inc. transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon the surrender of
this Certificate properly endorsed. 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:
[CORPORATE SEAL
1998]
/s/ J. Parker Conrad /s/ John P. Conrad, Jr.
---------------------- ------------------------
Co-Chairman Co-Chairman and Assistant
Countersigned and Registered:
American Stock Transfer and Trust Company
Transfer Agent
and Registrar
By:______________________________
Authorized Signature
Exhibit 4-1
<PAGE>
CONRAD INDUSTRIES, INC.
The Corporation will, upon request and without charge, furnish any
stockholder information as to the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
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
in common 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
/ /
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(NAME AND ADDRESS OF ASSIGNEE SHOULD BE PRINTED OR TYPEWRITTEN)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------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: THE SIGNATURE 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.
AFFIX MEDALLION SIGNATURE ____________________________________________
GUARANTEE IMPRINT BELOW
____________________________________________
ABOVE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION SUCH AS A
SECURITIES BROKER/DEALER, COMMERCIAL BANK,
TRUST COMPANY, SAVINGS ASSOCIATION OR A
CREDIT UNION PARTICIPATING IN A MEDALLION
PROGRAM APPROVED BY THE SECURITIES TRANSFER
ASSOCIATION, INC.
Exhibit 4-2
