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
LMI AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-1309065
(State of Incorporation or Organization) (IRS Employer Identification No.)
3600 Mueller Road, St. Charles, Missouri 63301
(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 None
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), check the following box. |X|
Securities Act registration statement file number to which this form relates:
333-51357
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock $0.02 par value
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
Common Stock
The holders of Common Stock are entitled to cast one vote for each share of
record on all matters to be voted on by shareholders, including the election of
directors. The Company's Articles (and Bylaws) provide for a classified Board of
Directors with three classes serving staggered three year terms so that
approximately one-third of the directors will be elected at each annual meeting.
Subject to payment or provision for full cumulative dividends in respect of any
outstanding shares of preferred stocks, the holders of Common Stock are entitled
to receive dividends when and if declared by the Board of Directors out of
legally available funds. In the event of liquidation, dissolution or winding up
of the affairs of the Company, the holders of the Common Stock are entitled to
share ratably in all remaining assets which are available for distribution to
them after the payment of liabilities and after provision has been made for each
class of stock, if any, having preference over the Common Stock. No holder of
any share of Common Stock or any other security of the Company, either now or
hereafter authorized or issued, shall have any preferential or preemptive right
to acquire additional shares of Common Stock or any other security of the
Company other than such, if any, as the Board of Directors may in its discretion
from time to time determine.
Item 2. Exhibits
3.1 Restated Articles of Incorporation of the Company
3.2 Amended and Restated Bylaws of the Company
4.1 Form of Common Stock Certificate
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, thereto duly authorized.
LMI AEROSPACE, INC.
Date: May 20, 1998 By: /s/ Ronald S. Saks
Ronald S. Saks, President
3
<PAGE>
EXHIBIT INDEX
3.1 Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to Registration Statement on Form S-1 (File
no. 333-51357) first filed on April 29, 1998).
3.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to Registration Statement on Form S-1 (File no.
333-51357) first filed on April 29, 1998).
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.1 to Registration Statement on Form S-1 (File no. 333-51357) first
filed on April 29, 1998).
4