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REGISTRATION NO. _____
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1999.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SUPERIOR FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)
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DELAWARE 6711 51-0379417
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
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5000 ROGERS AVENUE
FORT SMITH, ARKANSAS 72903 (501) 484-4305
(Address of principal executive offices) (Telephone No.)
C. STANLEY BAILEY
CHIEF EXECUTIVE OFFICER
SUPERIOR FINANCIAL CORP.
5000 ROGERS AVENUE
FORT SMITH, ARKANSAS 72903
(501) 484-4305
(Name and address of agent for service)
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With a copy to:
WILLARD H. HENSON
MILLER, HAMILTON, SNIDER & ODOM, L.L.C.
ONE COMMERCE STREET, SUITE 305
MONTGOMERY, ALABAMA 36104
TELEPHONE: 334-834-5550
FACSIMILE: 334-265-4533
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Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by this item is incorporated by reference from
pages 81 through 82 of the Registration Statement on Form S-1 of the Registrant,
Registration No. 333-60111 (the "Registration Statement") under the heading
"Description of Capital Stock," a copy of which is included as Exhibit 4 hereto.
ITEM 2. EXHIBITS
1. Registrant's Amended and Restated Certificate of Incorporation.
Incorporated herein by reference to Exhibit 3.1 to the Registration
Statement.
2. Registrant's Bylaws. Incorporated herein by reference to Exhibit 3.2 to the
Registration Statement.
3. Specimen of Common Stock certificate. Incorporated herein by reference to
Exhibit 4.4 to the Registration Statement.
4. Description of the Registrant's capital stock from pages 81 through 82 of
the Registration Statement.
5. Form of Registration Rights Agreement dated April 1, 1998. Incorporated
herein by reference to Exhibit 4.2 to the Registration Statement.
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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.
SUPERIOR FINANCIAL CORP.
/s/ C. Stanley Bailey
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C. Stanley Bailey
Chief Executive Officer
Date: January 5, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1 Registrant's Amended and Restated
Articles of Incorporation.*
2 Registrant's Bylaws.*
3 Specimen of Common Stock certificate of
Registrant.*
4 Description of the Registrant's capital stock
from pages 81 through 82 of the Registration
Statement on Form S-1 of the Registrant,
Registration No. 333-60111.
5 Form of Registration Rights Agreement.*
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* Incorporated herein by reference from the Registrant's Registration Statement
on Form S-1, Registration No. 333-60111.
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EXHIBIT 4
DESCRIPTION OF CAPITAL STOCK
The Company is currently authorized to issue up to 20,000,000 shares of
Common Stock, par value $.01 per share and 10,000,000 shares of Preferred Stock,
par value $.01 per share. As of September 30, 1998, 10,079,703 shares of Common
Stock were issued and outstanding, and no shares of Preferred Stock were issued
and outstanding. THE CAPITAL STOCK OF THE COMPANY DOES NOT REPRESENT OR
CONSTITUTE A DEPOSIT ACCOUNT AND IS NOT INSURED BY THE FDIC.
COMMON STOCK
General. Each share of Common Stock has the same relative rights and is
identical in all respects with each other share of Common Stock. The Common
Stock is not subject to call for redemption.
Voting Rights. Except as provided in any resolution or resolutions
adopted by the Board of Directors establishing any series of Preferred Stock,
the holders of Common Stock possess exclusive voting rights in the Company.
Each holder of Common Stock is entitled to one vote for each share held on all
matters to be voted upon by shareholders. Shareholders are not permitted to
cumulate votes in elections of directors.
Dividends. The holders of the Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors of the
Company out of funds legally available therefor. For a discussion of the
requirements and limitations relating to the Company's ability to pay dividends
to shareholders and the ability of the Bank to pay dividends to the Company, see
"Certain Regulatory Matters--Restrictions of Capital Distributions and
Transactions by the Bank with Affiliates."
Preemptive Rights. Holders of the Common Stock of the Company are not
entitled to preemptive rights with respect to any shares which may be issued in
the future.
Liquidation. In the event of any liquidation, dissolution or winding up
of the Company, the holders of the Common Stock would be entitled to receive,
after payment of all debts and liabilities of the Company, all assets of the
Company available for distribution, subject to the rights of the holders of
Preferred Stock, if any, which would have a priority in liquidation or
dissolution over the holders of the Common Stock.
PREFERRED STOCK
Within the limits and restrictions contained in the Certificate of
Incorporation, the Board of Directors of the Company is authorized without
further action by the shareholders of the Company, to issue up to an aggregate
of 10,000,000 shares of the Company's authorized class of Preferred Stock, in
one or more series. Each series of Preferred Stock shall have such number of
shares, designations, preferences, powers, qualifications and special or
relative rights or privileges as shall be determined by the Board of Directors,
which may include, among others, dividend rights, voting rights, redemption and
sinking fund provisions, liquidation preferences, conversion rights and
preemptive rights.
