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
Woodhaven Homes, Inc.
(Exact name of Registrant as specified in its charter)
Texas 75-2777805
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2501 Oaklawn, Suite 550
Dallas, Texas 75219
(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. [ ]
Securities Act registration statement file number to which this form
relates: 333-62467
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Units (consisting of one share and one warrant) American Stock Exchange
Common Stock, $.01 par value American Stock Exchange
Redeemable Common Stock Purchase Warrants American Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
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 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.333-62467). 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. 333-62467)
filed August 28, 1998 as amended (the"Registration
Statement"). (1)
2. Articles of Incorporation of the Registrant. 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 of unit certificate to be registered
hereunder.
(2) 4.2. Specimen common stock certificate to be registered
hereunder.
(2) 4.3. Specimen of warrant certificate to be registered
hereunder. Exhibit A to the Warrant Agreement
filed as Exhibit 4.1 to the Registration Statement. (1)
(1) Incorporated by reference from the Registration Statement 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.
Woodhaven Homes, Inc.
(Registrant)
Date: November 30,1998 By:/s/Richard D. Laxton
Richard D. Laxton
Chief Executive Officer
<PAGE>
MAURICE J. BATES, L.L.C.
ATTORNEY AT LAW
8214 WESTCHESTER SUITE, 500
DALLAS , TEXAS 75225
Telephone (214) 692-3566
Fax (214) 987-2091
December 2, 1998
Securities and Exchange Commission
450 5th Street N. W.
Washington, DC. 20549
Re: Woodhaven Homes, Inc.
SEC File No. 333-62467
Form 8-A
Ladies/Gentlemen:
On behalf of Woodhaven Homes, Inc. we transmit herewith a registration
statement on Form 8-A for registration of the Company's securities under Section
12(b) of the Securities Exchange Act of 1934. The Company has applied for
listing of its Units, Common Stock and Warrants on the American Stock Exchange
and in accordance with amended Form 8-A intends that the 1933 Act registration
statement referred to above and the 1934 Act registration statement file
herewith will go effective concurrently. The Company has on deposit with Mellon
Bank $250 to cover the filing fee.
If there are any questions with respect to this filing please contact
the undersigned.
Very truly yours,
/s/Maurice J. Bates
Maurice J. Bates
WOODHAVEN HOMES, INC.
A Texas Corporation
Authorized Capitalization
20,000,000 shares of Common Stock, $.01 par value
No. U___________ __________Units
See Reverse For
Certain Definitions CUSIP 435693 20 4
Units Consisting Of One Share of Common Stock And One Warrant Each 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 or her duly authorized attorney, on
surrender of the Certificate properly endorsed.
Each Unit consists of one (1) share of Woodhaven Homes, Inc. common
stock, $.01 par value (the "Common Stock") and one (1) Warrant (each individual
warrant, the "Warrant"), each Warrant to purchase one (1) share of Common Stock
for $12.00 per share at any time on or after the Warrants become separately
tradable but no later than _________ 1999 and before 5:00 P.M. Eastern Standard
Time on __________ 2002 (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 American Stock Transfer & Trust Company, 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 40 Wall Street, New York, New York
10005, and are available to any Warrant holder on written request and without
cost. The Warrant shall be void unless exercised before 5:00 P.M., Eastern
Standard Time, on the Expiration Date.
This Certificate is not valid unless countersigned and registered by
the Transfer Agent and the Registrar of the Company.
The Warrants and the shares of Common Stock of Woodhaven Homes, Inc.
represented by this Unit Certificate shall be nondetachable and not separately
tradable until the earlier of __________ 1999 or such earlier date as shall be
determined by Tejas Securities Group, Inc., as the representative of the several
underwriters (the "Separation Date").
Dated SEAL WOODHAVEN HOMES, INC.
Countersigned and Registered:
American Stock Transfer & Trust Company
New York, New York
Transfer Agent and Registrar
By ____________________ __________________ _________________
Authorized Signature Lynda M. Presley Richard D. Laxton
Secretary Chief Executive Officer
Form of Reverse Side Of Unit Certificate
WOODHAVEN HOMES, INC.
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;
TEN COM - as tenants in common UNIF GIFT 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)
Additional abbreviations may also be used though not in the above list.
Forvalue 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 the full power of substitution in the premises.
Dated, ______________________________________-
X__________________________________
(Signature)
X__________________________________
(Signature)
NOTICE:
THE SIGNATURE(S) 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.
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: _______________
FRONT OF CERTIFICATE
WOODHAVEN HOMES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS
COMMON STOCK CUSIP 979425 10 5
SEE REVERSE FOR CERTAIN DEFINITIONS
This certifies that
Is the owner of
FULLY PAIN AND NON-ASSESSABLE SHARES OF STOCK OF THE PAR VALUE OF $.01 PER
SHARE OF WOODHAVEN HOMES, INC. transferable only on the books of the Corporation
by the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares represented
hereby are issued under and shall be subject to all of the provisions of the
articles of Incorporation and By-laws of the Corporation and any amendments
thereto to which the holder, by acceptance hereof, assents. This certificate is
not valid unless countersigned and registered by the Transfer agent and
Registrar.
WITNESS the facsimilie seal of the Corporation and the facsimilie
signatures of its duly authorized officers.
Dated: SEAL Richard D. Laxton
Chief Executive Officer
Lynda Presley
Secretary
Countersigned and Registered"
American Stock Transfer & Trust Company
(New York, New York)
Transfer agent and Registrar,
Authorized Signature
<PAGE>
REVERSE OF CERTIFICATE
WOODHAVEN HOMES, INC.
THE ARTICLES OF INCOPORATION OF THE CORPORATION ON FILE WITH THE
SECRETARY OF STATE OF TEXAS SET FORTH IN FULL (A) THE DENIAL TO THE SHAREHOLDERS
OF PREEMPTIVE RIGHTS TO ACQUIRE UNISSUED OR TREASURY SHARES OF THE CORPORATION,
(B) THE DENIAL OF THE RIGHT OF CUMULATIVE VOTING, AND (C) THE TWO CLASSES OF
STOCK, AUTHORIZED, COMMON STOCK AND PREFERRED STOCK. THE BOARD OF DIRECTORS IS
AUTHORIZED TO FIX AND DETERMINE THE NUMBER OF SHARES AND THE DESIGNATION OF ANY
SERIES OF PREFERRED STOCK AND TO DETERMINE THE RIGHTS, PREFERENCES, PRIVILEGES
AND RESTRICTIONS GRANTED TO OR IMPOSED ON ANY SERIES OF PREFERRED STOCK.
THE CORPORATION WILL FURNISH A FULL COPY OF SUCH STATEMENTS TO THE
RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE, UPON 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:
TEN COM-as tenants in common UNIF GIFT MIN ACT-____Custodian_____
(Cust) (Minor)
TEN ENT as tenants by the entireties under Uniform Gifts to Minors
JT TEN as joint tenants with right Act____________________
Of survivorship and not as (State)
tenants in common
Additional abbreviations may be used though not on the above list
