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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
REXX Environmental Corporation
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(Exact Name of Registrant as Specified in Its Charter)
New York 13-2625545
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
350 Park Avenue, New York, NY 10022
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(Address of Principal Executive Offices) (Zip code)
If this form relates to the If this form relates to the
registration of a class of securities Registration of a class of sceurities
purusant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box.[X] box.[ ]
Securities Act registration statement file number to which this form relates:
None
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(If applicable)
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, $.02 par value American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of the Company consists of 1,000,000
shares of Preferred Stock, par value $1.00, none of which is outstanding, and
12,000,000 shares of Common Stock, par value $.02. As of May 13, 1998,
5,279,828 shares of Common Stock were issued and outstanding (including
2,812,252 treasury shares), and 449,250 shares of Common Stock were reserved for
issuance under the Company's Non-Qualified Stock Option Plan. A summary of the
rights, preferences and privleges of the Company's authorized capital stock
follows.
Subject to the rights of holders of any Preferred Stock that may be
issued in the future, the holders of Common Stock are entitled to one vote per
share on all matters to be voted on by stockholders and to share pro rata in any
dividends which may be declared from time to time by the Board of Directors out
of the funds available therefor and in any distributions on liquidations. The
holders of Common Stock have no pre-emptive or cumulative voting rights. The ten
largest shareholders of the Company, measured by the fair value of their
beneficial interests, may be liable for certain unpaid services if no shares of
the Company are listed on a national securities exchange or regularly quoted in
an over-the-counter market by a member of a national securities association. The
Board of Directors may from time to time and subject to certain limitations
establish, designate and issue shares of Preferred Stock in one or more series
and fix the number of shares and the relative rights, preferences, conversion
rights, voting rights, terms of redemption and liquidation preferences of such
stock. The issuance of such stock with voting or other rights could result in a
class of securities outstanding with certain preferences over the Common Stock
with respect to dividends and liquidation and could result in the dilution of
the voting rights and equity interest of the holders of Common Stock.
Item 2. Exhibits.
Incorporated by reference
to:
(1) Certificate of Incorporation, as Exhibit 3.1 to the Company's
amended through December 31, 1997. Form 10-K's for its fiscal
years ended December 31, 1980
and December 31, 1983, and
Exhibit 6 to its Form 10-Q for
its quarter ended June 30, 1988.
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(2) Amendment to Certificate of Exhibit 3(a)(2) to the
Incorporation filed February 18, 1998 Company's Form 10-K for its
effecting name change to REXX fiscal year ended December
Environmental Corporation. 31, 1997.
(3) By-laws, as amended. Exhibit 3(c) to the Company's
Form 10-K for its year ended
December 31, 1986, and
Exhibit C-1 to its proxy
statement dated May 13, 1987.
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.
REXX Environmental Corporation
Date: May 13, 1998 By: /s/ Arthur L. Asch
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Arthur L. Asch,
Chairman of the Board
