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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SPINNAKER EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 76-0560101
(State of incorporation or organization) (I.R.S. Employer Identification No. )
1200 SMITH STREET, SUITE 800
Houston, Texas 77002
(Address of principal executive offices and 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), 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), check the following box. [ ]
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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
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Common Stock, par value $0.01 per share New York Stock Exchange
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 class of securities to be registered hereby is the common stock, par
value $0.01 per share (the "Common Stock"), of Spinnaker Exploration Company, a
Delaware corporation (the "Company").
Subject to any special voting rights of any series of preferred stock that
may be issued in the future, each share of Common Stock has one vote on all
matters voted on by our stockholders, including the election of our directors.
No share of Common Stock affords any cumulative voting or preemptive rights or
is convertible, redeemable, assessable or entitled to the benefits of any
sinking or repurchase fund. Holders of Common Stock will be entitled to
dividends in the amounts and at the times declared by the Board of Directors in
its discretion out of funds legally available for the payment of dividends.
Holders of Common Stock will share equally in our assets on liquidation after
payment or provision for all liabilities and any preferential liquidation rights
of any preferred stock then outstanding. All outstanding shares of Common Stock
are fully paid and non-assessable.
Certain provisions of the Company's Certificate of Incorporation were
designed to make the Company a less attractive target for acquisition by an
outsider who does not have the support of the Company's directors. These
provisions provide that (i) only the Board of Directors has the power to call a
Special Meeting of stockholders and (ii) nominations of candidates for election
of directors and stockholder proposals to be considered at annual meetings of
stockholders may be made only by written notice.
ITEM 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 will be supplied to the
New York Stock Exchange.
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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.
SPINNAKER EXPLORATION COMPANY
Date: July 24, 2000 By: /s/ Roger L. Jarvis
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Name: Roger L. Jarvis
Title: Chairman, President and Chief
Executive Officer
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