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
Rampart Capital Corporation
(Exact name of Registrant as specified in its charter)
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Texas 76-0427502
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
700 Louisiana, Suite 2550
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
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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: 333-71089
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
Units (consisting of two shares and one warrant) American Stock Exchange
Common Stock, $.01 par value American Stock Exchange
Redeemable Common Stock Purchase Warrants American Stock Exchange
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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.
The securities to be registered are the Registrant's Units, Common
Stock, $.01 par value per share. Such securities are described under the caption
"Description of Capital Stock" in the Prospectus filed as part of the
Registrant's registration statement on Form SB-2 (File No.333-71089). 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. 333-71089)
filed January 25, 1999, as amended
(the "Registration Statement"). (1)
2. Restated 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 common stock certificate to be registered hereunder. (2)
4.2. Specimen Warrant Certificate to be registered hereunder. (2)
(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.
Rampart Capital Corporation
(Registrant)
Date: August 9, 1999 By:/s/ J. H. Carpenter
J. H. Carpenter
Chief Operating Officer
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MAURICE J. BATES, L.L.C.
ATTORNEY AT LAW
8214 WESTCHESTER SUITE, 500
DALLAS , TEXAS 75225
Telephone (214) 692-3566
Fax (214) 987-2091
August 30, 1999
Securities and Exchange Commission
450 5th Street N. W.
Washington, DC. 20549
Re: Rampart Capital Corporation
SEC File No. 333-71089
Form 8-A
Ladies/Gentlemen:
On behalf of Rampart Capital Corporation 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, Warrants and Common Stock 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
RAMPART CAPITAL CORPORATION (LOGO)
INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS
COMMON STOCK
CUSIP 751569 10 4
This certifies that
Is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.01
PER SHARE OF
RAMPART CAPITAL CORPORATION, transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsee. 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 facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
SEAL C. W. Janke, Chairman J. H. Carpenter President/Secretary
Countersigned and registered
American Stock Transfer & Trust Company
(New York ( N. Y.)
Transfer Agent and Registrar
Authorized Signature
Reverse
RAMPART CAPITAL CORPORATION
THE ARTICLES OF INCORPORATION ON FILE WITH THE SECRETARY OF STATE OF TEXAS SET
FORTH IN FULL (A) THE DENIAL TO THE SHAREHOLDER OF PRE-EMPTIVE 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 law or regulations: TEN COM-as tenants in common UNIF
GIFT MIN ACT _______ (Custodian)_________(Minor) TEN ENT-as tenants by the
entireties under unifirm gifts to minors JT TEN-as joint tenants with right of
survivorship act _________ State
and not as tenants in common
VOID AFTER MARCH ---2001
SUBJECT TO EXTENSION BY THE COMPANY
SUBJECT TO EARLIER REDEMPTION
NO. WARRANT
CUSIP 751569 11 2
RAMPART CAPITAL CORPORATION
(LOGO) as on stock certificate
THIS CERTIFIES THAT, FOR VALUE RECEIVED
or registered assigns (the "Registered Holder") is the owner of the number of
Warrants ("Warrants") specified above. Each Warrant represented hereby initially
entitles the Registered Holder to purchase, subject to the terms and conditions
set forth in this Warrant Certificate and the Warrant Agreement (as hereinafter
defined), one fully paid and nonassessble share of common stock, $.01 par value
("Common Stock"), of Rampart Capital Corporation, a Texas Corporation (the
"Company"), at any time prior to the Expiration Date (as hereinafter defined),
upon the presentation and surrender of this Warrant Certificate with the
Subscription form on the reverse hereof duly executed, at the corporate office
of American Stock Transfer & Trust Company as warrant agent, or its successor
(the "Warrant Agent") accompanied by payment of $______ (the "Purchase Price")
in lawful money of the United States of America in cash or by official bank or
certified check made payable to the Company, subject to the right of the Company
to decrease the Purchase Price for twenty (20) days, upon fifteen (15) days
notice to the warrant holders, which may be in the form of a press release
issued by the Company.
This Warrant Certificate and each Warrant represented hereby are issued pursuant
to and are subject in all respects to the terms and conditions set forth in the
warrant agreement (the "Warrant Agreement"), dated September ,1999 by and among
the Company and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant Agreement, the
Purchase Price or the number of shares of Common Stock subject to purchase upon
the exercise of each Warrant represented hereby are subject to modification or
adjustment.
Each Warrant represented hereby is exercisable at any time between the
Separation Date and the Expiration Date, as such terms are defined in the
Warrant Agreement, at the option of the Registered Holder, but no fractional
shares shall be issued. In the case of the exercise of less than all of the
Warrants represented hereby, the Company shall cancel this Warrant Certificate
upon the surrender hereof and shall execute and deliver a new Warrant
Certificate of Warrant Certificates of like tenor, which the Warrant Agent shall
countersign, for the balance of such Warrants.
The term "Expiration Date" shall mean 5:00 P. M. (New York, New York time) on
March 2001, (subject to extension in the sole discretion of the Company for up
to an additional eighteen (18) months), or such earlier date as the Warrants may
be redeemed. If such date shall in the State of New York be a holiday or a day
on which banks are authorized to close, then the Expiration Date shall mean 5:00
P. M. (New York, New York time) the next following day which in the State of New
York is not a holiday or a day on which banks are authorized to close.
The Company shall not be obligated to deliver any securities pursuant to the
exercise of the Warrants represented hereby unless a registration statement
under the Securities Act of 1933, as amended, with respect to such securities is
effective. The Company has covenanted and agreed that it will file a
registration statement and will use its best efforts to cause the same to become
effective and to keep such registration statement current while any of the
Warrants are outstanding. The Warrants represented hereby shall not be
exercisable by a Registered Holder in any state where such exercise would be
unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment with payment of any tax or other
governmental charge imposed in connection therewith for registration of transfer
of the Warrant Certificate at such office, a new Warrant Certificate or Warrant
Certificates representing an equal aggregate number of Warrants will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered Holder
shall not be entitled to any rights of a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
The Warrants represented hereby may be redeemed at the option of the Company at
a redemption price of $.05 per Warrant at any time, provided the closing sale
price of the Common Stock on the American Stock Exchange shall exceed $______for
10 consecutive trading days prior to the date notice of redemption is given.
Notice of redemption shall be given not later than the thirtieth day before the
date fixed for redemption, all as provided in the Warrant Agreement. On and
after the date fixed for redemption, the Registered Holder shall have no rights
with respect to the Warrants represented hereby except to receive the $.05 per
Warrant upon surrender of this Warrant Certificate.
Prior to due presentment for registration of transfer hereof, the Company and
the Warrant agent shall treat the Registered Holder as the absolute owner hereof
and of each Warrant represented hereby (notwithstanding any notations or
ownership or writing hereon made by anyone other than a duly authorized officer
of the Company or the Warrant Agent) for all purposes and shall not be affected
by any notices to the contrary.
This warrant Certificate shall be governed by and construed in accordance with
the laws of the State of Texas.
This warrant Certificate is not valid unless countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant certificate to be duly
executed, manually or in facsimile, by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
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J. H. Carpenter C. W. Janke
President/Secretary Chairman SEAL Countersigned
American Stock Transfer
Trust Company
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(NOTE: please use the company signatures and seal as on the stock
certificates. The Company wants a red warrant certificate in the style of the
stock certificate.) We may have to get a unit certificate but I am waiting on
the Amex for that decision.
