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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
___________________________________
SPINNAKER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0544125
(State of incorporation (IRS Employer Identification
or organization) Number)
600 N. Pearl, Suite 2160
Dallas, Texas 75201
(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Upon filing of the Certificate of Amendment of the Corporation's Amended
Certificate of Incorporation (the "Certificate of Amendment") with the
Secretary of the State of Delaware (a copy of which is attached as Exhibit 3
hereto and is incorporated herein by reference), every issued and outstanding
share of common stock of the Corporation shall become and be deemed to be,
and shall automatically convert into, one share of Class A Common Stock and a
new class of common stock to be designated as Common Stock will be created.
The rights, powers and limitations of the Common Stock and the Class A Common
Stock are set forth in full in the Certificate of Amendment. The following
summary should be read in conjunction with, and is qualified in its entirety
by reference to, the Certificate of Amendment. The table set forth below
summarizes certain of the relative rights, powers and preferences and
limitations of the Common Stock and Class A Common Stock:
<TABLE>
Class A Common Stock Common Stock
-------------------- ------------
<S> <C> <C>
Voting Rights (per share) 1 1/10
Cash dividend rights (per Pro rata share of dividends Same as Class A Common
share) as determined by Board of Stock except that the Board
Directors of Directors may declare
greater cash dividends
Transferability Freely transferable* Freely transferable*
Preemptive, subscription and None None
redemption rights
Liquidation rights Pro rata share of assets Same as Class A Common
remaining after payment of Stock
all liabilities
</TABLE>
_________________________
* Certain federal and state securities laws restrictions apply to
directors, officers, other affiliates and persons holding "restricted" stock.
Voting. On matters brought before the stockholders of the Corporation,
each holder of Class A Common Stock will continue to be entitled to one vote
for each share of Class A Common Stock held. Each holder of Common Stock
shall be entitled to one-tenth (1/10) vote for each share of Common Stock
held. Except as may be otherwise required by law, the holders of Common
Stock and Class A Common Stock shall vote together as a single class on all
matters, subject to any voting rights which may be granted in the future to
holders of any other class of series of stock.
Dividends. Holders of Common Stock and Class A Common Stock will be
entitled to receive ratably all such dividends, payable in cash or otherwise,
as may be declared by the Board
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of Directors out of assets or funds legally available therefor except that in
the case of cash dividends, (i) if, at any time until August 31, 2001, a cash
dividend is paid on the Common Stock, a cash dividend must also be paid on
the Class A Common Stock in an amount per share of Class A Common Stock that
is not greater than 100%, nor less than 66 and 2/3%, of the amount of the
cash dividend paid on each share of Common Stock or (ii) if, at any time
until August 31, 2001, a cash dividend is paid on the Class A Common Stock, a
cash dividend must also be paid on the Common Stock in an amount that is not
greater than 150%, nor less than 100%, of the amount of the cash dividend
paid on each share of the Class A Common Stock, such that a cash dividend may
not be paid on either the Common Stock or the Class A Common Stock unless a
cash dividend is also paid on the other as aforesaid. If at any time after
August 31, 2001, a cash dividend is paid on the (i) Common Stock an equal
amount to such dividend shall be paid on the Class A Common Stock and (ii)
the Class A Common Stock, an amount equal to such dividend shall be paid on
Class A Common Stock.
In the case of dividends or other distributions payable in common stock
of the Corporation, holders of Common Stock may receive the same or different
class of common stock than the holders of Class A Common Stock and holders of
Class A common Stock may receive the same or a different class of common
stock than the holders of Common Stock.
The declaration and payment of cash dividends is solely within the
discretion of the Board of Directors. The Corporation has not paid any cash
dividend in the recent past and does not anticipate paying a cash dividend in
the foreseeable future. The Corporation split the common stock of the
Corporation on a three-for-two basis in each of December 1994 and December
1995 by issuing one-half of a new share of common stock for each outstanding
share.
Liquidation Rights. Holders of Common Stock and Class A Common Stock
will be equal and have the same rights with respect to distributions in
connection with a partial or complete liquidation of the Corporation.
Transferability. The Common Stock and Class A Common Stock will be
freely transferable, and except for federal and state securities law
restrictions on directors, officers and other affiliates of the Corporation
and on persons holding "restricted" stock, Corporation stockholders will not
be restricted in their ability to sell or transfer shares of the Common Stock
or Class A Common Stock. The Corporation is filing an application with
NASDAQ to list the Common Stock for trading on the NASDAQ SmallCap Market
where the common stock of the Corporation trades.
Mergers and Consolidations. Each holder of Common Stock and Class A
Common Stock will be entitled to receive the same per share consideration in
a merger or consolidation of the Corporation (whether or not the Corporation
is the surviving corporation), except that any securities issued in respect
of the Common Stock may have different or lesser voting rights than
securities issued in respect of the Class A Common Stock.
Preemptive, Subscription and Redemption Rights. Neither the Common Stock
nor the Class A Common Stock will carry any preemptive, subscription and
redemptions rights enabling a holder
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to subscribe for or receive shares of any class of stock of the Corporation
or any other securities convertible into shares of any class of stock of the
Corporation.
Item 2. EXHIBITS.
1 - Specimen Common Stock Certificate.
2 - Certificate of Incorporation of the registrant (included as
Exhibit 3(i) to the registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994).
3 - Certificate of Amendment to the Certificate of Incorporation of
the registrant.
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 INDUSTRIES, INC.
By: /s/ JAMES W. TOMAN
-----------------------------------
James W. Toman
Controller
Date: August 13, 1996
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EXHIBIT 1
Specimen Common Stock Certificate
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<TABLE>
<S> <C>
NUMBER SHARES
SPECIMEN
SPINNAKER INDUSTRIES, INC.
COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 848926 20 0
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
SPINNAKER INDUSTRIES, INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney upon the surrender of this Certificate properly endorsed.
This Certificate is not valid until 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.
Dated:
[SEAL] /s/ Robert A. Hurwich Ned N. Fleming III
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
ChaseMellon Shareholder Services, L.L.C.
TRANSFER AGENT
BY AND REGISTRAR,
AUTHORIZED SIGNATURE.
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At every meeting of the stockholders, every holder of Common Stock shall be entitled to one-tenth (1/10) vote, and every holder
of Class A Common Stock shall be entitled to one (1) vote, in person or by proxy for each share of Common Stock or Class A
Common Stock, respectively, standing in the holder's name on the transfer books of the Corporation. The Common Stock and the
Class A Common Stock have such other powers, designations, preferences and relative, participating, optional or other special
rights and the qualifications, limitations or restrictions of such preferences and/or rights as set forth in the Amended
Certificate of Incorporation of the Corporation, as amended from time to time, and the Corporation will furnish without change
to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
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:
TENCOM - as tenants in common UNIF GIFT MIN ACT - __________ Custodian _________
TENENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as tenants Act _________________________
in common (State)
UNIF TRF MIN ACT - ___________ Custodian (until age ____)
(Cust)
___________ under Uniform Transfers
to Minors Act _____________________
(State)
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
--------------------------------------
| |
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____________________________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________ Shares
of the common stock 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: ____________________________
X ____________________________________________
X ____________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER
Signature(s) Guaranteed
By ___________________________________
THE SIGNATURES SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE PROGRAMS), PURSUANT TO
S.E.C. RULE 17Ad-15.
</TABLE>
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EXHIBIT 3
Certificate of Amendment to the Registrant's Certificate of Incorporation
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
SPINNAKER INDUSTRIES, INC.
Pursuant to the provisions of Section 242 of the General Corporation Law
of the State of Delaware, Spinnaker Industries, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware (the "Corporation"), does hereby certify:
FIRST: The Board of Directors of the Corporation adopted a resolution
setting forth an amendment to the Certificate of Incorporation, as amended,
of the Corporation to authorize a new class of common stock and to establish
the relative rights, powers and limitations of the classes of common stock of
the Corporation, and declaring its advisability, and submitted the amendment
to the stockholders of the Corporation. Accordingly, that Article FOURTH of
the Certificate of Incorporation, as amended to date, of the Corporation be
amended to read hereafter as follows:
FOURTH: The total number of shares that the Corporation is authorized to
issue is twenty five million (25,000,000), which shall be common stock. Each
of the shares shall have no par value.
1. DESIGNATION
(a). Fifteen million (15,000,000) shares of common stock are hereby
designated "Common Stock" and ten million (10,000,000) shares of common stock
are hereby designated "Class A Common Stock".
(b). Immediately upon the filing of this Certificate of Amendment of the
Amended Certificate of Incorporation of Spinnaker Industries, Inc.
("Certificate of Amendment") by the Secretary of State of the State of
Delaware every issued share of common stock
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of the Corporation shall become and be deemed to be, and shall automatically
convert into, one (1) share of Class A Common Stock. Certificates for shares
of stock issued upon filing of this Certificate of Amendment shall thereafter
represent only shares of Class A Common Stock.
(c). Except as otherwise expressly provided in this Amended Certificate
of Incorporation, all issued and outstanding shares of Common Stock and Class
A Common Stock shall be identical and shall entitle the holders thereof to
the same rights and privileges.
2. VOTING
"At every meeting of the stockholders, every holder of Common Stock shall be
entitled to one-tenth (1/10) vote in person or by proxy for each share of
Common Stock standing in his name on the transfer books of the Corporation
and every holder of Class A Common Stock shall be entitled to one (1) vote in
person or by proxy for each share of Class A Common Stock standing in his
name on the transfer books of the Corporation. Except as may be otherwise
required by law or by this Article Fourth, the holders of Common Stock and
Class A Common Stock shall vote together as a single class on all matters,
subject to any voting rights which may be granted in the future to holders of
any other class or series of stock. The number of authorized shares of Common
Stock and Class A Common Stock may be increased or decreased from time to
time by the affirmative vote of a majority of the stock of the Corporation
entitled to vote, voting as a single class.
3. DIVIDENDS AND OTHER DISTRIBUTIONS. Subject to any other provision of the
Corporation's Amended Certificate of Incorporation, as amended from time to
time, holders of Common Stock and Class A Common Stock shall be entitled to
receive ratably such dividends and other distributions in cash, stock or
property of the Corporation as may be declared thereon by the Board of
Directors from time to time out of assets or funds of the Corporation legally
available therefor; provided that in the case of cash dividends, (i) if, at
any time until August 31, 2001, a cash dividend is paid on the Common Stock,
a cash dividend must also be paid on the Class A Common Stock in an amount
per share of Class A Common Stock that is not greater than 100%, nor less
than 66 2/3%, of the amount of the cash dividend paid on each share of the
Common Stock or (ii) if, at any time until August 31, 2001, a cash dividend
is paid on the Class A Common Stock, a cash dividend
<PAGE>
must also be paid on the Common Stock in an amount that is not greater than
150%, nor less than 100%, of the amount of the cash dividend paid on each
share of the Class A Common Stock, such that a cash dividend may not be paid
on either the Common Stock or the Class A Common Stock unless a cash dividend
is also paid on the other as aforesaid. If at any time after August 31, 2001, a
cash dividend is paid on the (i) Common Stock an amount equal to such dividend
shall be paid on the Class A Common Stock and (ii) the Class A Common Stock,
an amount equal to such dividend shall be paid on the Common Stock. In the
case of dividends or other distributions payable in common stock of the
Corporation, holders of Common Stock may receive the same or a different class
of common stock than the holders of Class A Common Stock and holders of Class A
Common Stock may receive the same or a different class of common stock than
the holders of Common Stock.
4. MERGER/CONSOLIDATIONS. In any merger or consolidation of the Corporation
with or into any other corporation or a merger of any other corporation into the
Corporation, the shares of Common Stock and Class A Common Stock shall be
treated equivalently, except that any securities issued in respect of the Common
Stock may have different or lesser voting rights than securities issued in
respect of the Class A Common Stock.
5. LIQUIDATION RIGHTS. In the event of any dissolution, liquidation or
winding up of the affairs of the Corporation, whether voluntary or involuntary,
after payment or provision for payment of the debts and other liabilities of
the Corporation, and subject to prior payment in full of all amounts payable
to the holders of Preferred Stock, the remaining assets and funds of the
Corporation, if any still exist, shall be divided among and paid ratably to the
holders of Common Stock and Class A Common Stock. A merger or consolidation of
the Corporation with or into any other corporation or a sale or conveyance of
all or any part of the assets of the Corporation (which shall not in fact result
in the liquidation of the Corporation and the distribution of assets to
stockholders) shall not be deemed to be a voluntary or involuntary liquidation
or dissolution or winding up of the Corporation within the meaning of this
subsection.
6. SPLIT, SUBDIVISION OR COMBINATION. If the Corporation shall in any
manner split, subdivide or combine the outstanding shares of Common Stock or
Class A Common Stock, the outstanding shares of the other class of common
stock shall be proportionately split,
<PAGE>
subdivided or combined in the same manner and on the same basis (subject to
the last sentence of Section 3 above) as the outstanding shares of the other
class of common stock have been split, subdivided or combined.
7. PREEMPTIVE, SUBSCRIPTION AND REDEMPTION RIGHTS. The holders of Common
Stock and Class A Common Stock shall have no preemptive, subscription or
redemption rights.
SECOND: Thereafter, a written consent approving the Amendment was given
by stockholders holding the necessary number of shares required by Section 242
of the General Corporation Law of the State of Delaware.
THIRD: This amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: This Certificate of Amendment shall be effective upon filing
hereof.
The Corporation has caused this Amendment to its Certificate of
Incorporation to be executed this 13th day of August 1996.
SPINNAKER INDUSTRIES, INC.
By: /s/ Ned N. Fleming, III
----------------------------------
Ned N. Fleming, III
President
