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UNITED STATES
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
U. S. REMODELERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2686765
(State of Incorporation (I.R.S. Employer Identification
or Organization) number)
1341 W. Mockingbird Lane, Suite 900E
Dallas, Texas 75247
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 267-2000
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), check the following box. [X]
Securities Act registration statement file number to which this Form relates:
333-65029 (If applicable).
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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 one share of Boston Stock Exchange
common stock and one redeemable
common stock purchase warrant)
(Title of Class)
Common Stock, $.01 par value per share Boston Stock Exchange
(Title of Class)
Redeemable Common Stock Purchase Warrants Boston Stock Exchange
(Title of Class)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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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 S-1
(File No. 333-65029). Such description is hereby incorporated herein by
reference as permitted by Rule 12b-23.
Item 2. Exhibits.
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The following exhibits are filed, or incorporated by reference, as part of
this Registration Statement:
1.* Registration Statement on Form S-1, as amended (File No.
333-65029), originally filed on September 30, 1998 and
subsequently amended on November 2, 1998, November 12, 1998, and
December 14, 1998.
2.* Restated Certificate of Incorporation of the Registrant. Filed
as Exhibit 3.1 to the Registration Statement on Form S-1.
3.* Bylaws of the Registrant. Filed as Exhibit 3.2 to the
Registration Statement on Form S-1.
4.* Specimen certificate of Common Stock to be registered hereunder.
Filed as Exhibit 4.1 to the Registration Statement on Form S-1.
5.* Specimen certificate of the Redeemable Common Stock Purchase
Warrants to be registered hereunder. Filed as Exhibit 4.3 to the
Registration Statement on Form S-1.
6. Specimen certificate of the Unit to be registered hereunder.
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*Incorporated by referenced as permitted by Rule 12b-32.
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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.
U. S. REMODELERS, INC.
(Registrant)
Dated: January 15, 1999 By: /s/ Murray H. Gross
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Murray H. Gross
President and Chief Executive Officer
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EXHIBIT 6
US REMODELERS, INC. CUSIP 903411 20 5
(A DELAWARE CORPORATION)
UNITS
AUTHORIZED CAPITALIZATION:
15,000,000 SHARES OF COMMON STOCK, $0.01 PAR VALUE
100,000 SHARES OF PREFERRED STOCK
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT
TO PURCHASE ONE SHARE OF COMMON STOCK
THIS CERTIFIES THAT, for value received
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
U.S. Remodelers, Inc. Common shares, $0.01 par value (the "Common") and one (1)
Warrant (each individual warrant, the "Warrant"), each Warrant to purchase one
(1) share of Common Stock for $6.25 per share at any time on or after the
Warrants become separately tradeable but no earlier than ____________, 1999 and
before 5:00 P.M. Eastern Standard Time on _______________, 2004 (the "Expiration
Date"). The Warrants are redeemable by the Company for $.05 per Warrant on not
less than 30 nor more than 60 days written notice if the closing price of the
Common Stock for seven trading days during a 10 consecutive trading day period
ending not more than 15 days prior to the date that the notice of redemption is
mailed equals or exceeds $8.75 per share. The terms of the Warrants are governed
by a Warrant Agreement dated as of ______________, 1999 (the "Warrant
agreement") between the company and Securities Transfer Corporation, as Warrant
Agent (the "Warrant Agent"), and are subject to the term and provisions 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, Suite 100, Dallas,
Texas 75248, and are available to a Warrant holder on written request and
without cost. The Warrant shall be void unless exercised before 5:00 P.M.,
Eastern Standard, 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 shares of Common Stock of U.S. Remodelers, Inc. represented
by this Unit Certificates shall be nondetachable and not separately tradeable
until the earlier of ___________, 1999 or such earlier date as shall be
determined by _____________ Corporation and _________ Securities corporation, as
the representatives of the several underwriters, (the "Separation Date").
U.S. REMODELERS, INC.
By: /s/ MURRAY H. GROSS [U.S. REMODELERS, INC.
------------------------------------- CORPORATE SEAL APPEARS HERE]
PRESIDENT
Attest: /s/ ROBERT A. DEFRONZO
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SECRETARY
COUNTERSIGNED:
SECURITIES TRANSFER CORPORATION
P.O. BOX 701629
DALLAS, TX 75379
By:
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TRANSFER AGENT - AUTHORIZED SIGNATURE
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U.S. REMODELERS, INC.
The Corporation will furnish upon request and without charge to each
stockholder the powers, designations, preference 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 MIN ACT _______ Custodian ______
TEN ENT - as tenants by the entries (Cust) (Minor)
JT TEN - as joint tenants with under Uniform Gifts to Minors
right of survivorship Act ______________________________________
and not as tenants (State)
common
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 postal 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 ___________ 19__
Signature:
NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE, IN EVERY X _______________________________________
PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT,
OR ANY CHANGE WHATEVER. X _______________________________________
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THE SIGNATURES SHOULD BE MEDALLION STAMP GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION PURSUANT TO S.E.C. RULE 17AD-15.
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Signature(s) guaranteed by:
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