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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2001
Craig Corporation
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(Exact name of registrant as specified in its charter)
Nevada 1-6123 95-1620188
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(State or other jurisdiction (Commission Identification (I.R.S. Employer
of incorporation) No.) Identification No.)
550 South Hope Street, Suite 1825, Los Angeles CA 90071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 239-0555
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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The following information is being filed to set forth a current description
of the capital stock of Craig Corporation ("Craig Corp.").
GENERAL
The authorized capital stock of Craig Corp., as set forth in its Amended
and Restated Articles of Incorporation (the "Articles"), consists of (i)
7,500,000 shares of Common Stock, par value $0.25 per share (the "Common
Stock"), (ii) 50,000,000 shares of Class A Common Preference Stock, par value
$0.01 per share (the "Class A Stock"), (iii) 20,000,000 shares of Class B Common
Stock, par value $0.01 per share (the "Class B Common Stock"), and (iv)
1,000,000 shares of Preferred Stock, par value $0.01 per share ("Preferred
Stock"). As of December 31, 2000, there were 3,402,808 shares of Common Stock,
7,058,408 shares of Class A Stock, no shares of Class B Common Stock, and no
shares of Preferred Stock outstanding. The Common Stock and Class A Stock are
listed on the New York Stock Exchange.
COMMON STOCK AND CLASS A STOCK
Voting Rights. The holders of the Common Stock are entitled to cast 30
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votes per share, and the holders of the Class A Stock are entitled to cast one
vote per share, on all matters presented to stockholders, including election of
directors. Except as required by law, the holders of the Common Stock and Class
A Stock vote as a single class.
Liquidation Rights. In the event of a liquidation, dissolution or winding
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up of Craig Corp., before any payment or distribution of the assets of Craig
Corp. (whether capital or surplus) is made to or set apart for the holders of
the Common Stock or any class or classes or series of stock or other securities
of Craig Corp. ranking junior to the Class A Stock upon liquidation, dissolution
or winding up, and after the payment or distribution to the holders of any class
or classes or series of stock or other securities of Craig Corp. ranking prior
to the Class A Stock upon liquidation, dissolution or winding up, the holders of
the Class A Stock will be entitled to receive a preferential dividend of $5.00
per share. The holders of the Class A Stock are not entitled to participate in
any further distribution until the holders of the Common Stock have received a
distribution in the amount of $5.00 per share. Thereafter, on any further
distributions, the holders of the Class A Stock and the Common Stock (together
with the holders of any series of Class B Common Stock or Preferred Stock which,
pursuant to the resolution or resolutions of the Board of Directors providing
for the issue of such series, will be entitled to participate therein with the
holders of the Class A Stock and Common Stock) will participate equally, share
for share as if a single class, in any further payment or distribution of the
assets of Craig Corp. The rights of the Class A Stock and Common Stock to
receive distributions upon liquidation, dissolution or winding up will be
subject to any rights of the holders of the Class B Common Stock or Preferred
Stock.
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Dividends. As long as all dividends on any outstanding series or class of
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stock ranking prior as to dividends to the Common Stock and the Class A Stock
have been paid, the holders of the Common Stock and Class A Stock (together with
the holders of any series of Class B Common Stock or Preferred Stock which,
pursuant to the resolution or resolutions of the Board of Directors providing
for the issue of such series, will be entitled to participate therein with the
holders of the Common Stock or Class A Stock) will be entitled to receive such
dividends and distributions, payable in cash or otherwise, as may be lawfully
declared by the Board of Directors. If any dividend or distribution is declared
on the Common Stock, the holders of the Class A Stock are entitled to receive
such dividends or distributions in equal amounts, share for share, as if a
single class of securities with the Common Stock; except that, in the event that
any dividend is declared on the Common Stock payable in shares of Common Stock,
such dividend will be declared at the same rate per share on the Common Stock
and Class A Stock, but the dividend payable on shares of Common Stock will be
payable in shares of Common Stock and the dividend payable on shares of Class A
Stock will be payable in shares of Class A Stock. The Board may declare
dividends on the Class A Stock without declaring dividends on the Common Stock.
In addition, if Craig Corp. in any manner splits, subdivides or combines the
outstanding shares of Common Stock, the outstanding shares of Class A Stock will
be split, subdivided or combined in the same manner proportionately and on the
same basis per share, and vice versa.
Other Rights, Preferences and Privileges. Except as to the voting,
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liquidation and dividend rights described above, all shares of Common Stock and
Class A Stock have identical rights, preferences and privileges.
CLASS B COMMON STOCK AND PREFERRED STOCK
Shares of Class B Common Stock or Preferred Stock may be issued from time
to time in one or more series; and the Board of Directors, without further
stockholder approval, is authorized to fix the dividend rights and terms,
conversion rights, voting rights (whole, limited or none), redemption rights and
terms, liquidation preferences, sinking funds and any other rights, preferences,
privileges, limitations and restrictions applicable to each such series of Class
B Common Stock or Preferred Stock. The issuance of the Class B Common Stock or
Preferred Stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, adversely
affect the voting power of the holders of Common Stock and Class A Stock, and,
under certain circumstances, make it more difficult for a third party to gain
control of Craig Corp.; such issuance also could adversely affect the
distributions on and liquidation preference of the Common Stock or Class A Stock
by creating one or more series of stock with distribution or liquidation
preferences senior to the Common Stock or Class A Stock.
If shares of the Class B Common Stock or Preferred Stock are issued as
convertible securities, convertible into shares of Common Stock or Class A
Stock, the holders of Common Stock or Class A Stock may experience dilution.
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LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY
The Articles include a provision which eliminates the personal liability of
Craig Corp.'s directors and officers, except for liability arising in connection
with (i) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law or (ii) the unlawful payment of distributions.
ACQUISITIONS OF CONTROLLING INTEREST
Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes
("NRS") restrict the ability to acquire control of an "issuing corporation."
However, even if such provisions were potentially applicable to Craig Corp., the
Articles expressly elect not to be governed by such sections of the NRS.
BUSINESS COMBINATIONS INVOLVING INTERESTED STOCKHOLDERS
Sections 78.411 to 78.444, inclusive, of the NRS restrict the ability of a
"resident domestic corporation" to engage in certain business combinations.
However, even if such provisions were potentially applicable to Craig Corp., the
Articles expressly elect not to be governed by such sections of the NRS.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Craig Corporation
Date: January 12, 2001 By: /s/ Andrzej J. Matyczynski
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