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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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:
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, no par value American Stock Exchange, Inc.
Class A Common Stock, no par value American Stock Exchange, Inc.
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.(c), check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On August 16, 1996, Spinnaker Industries, Inc., a Delaware corporation
(the "Corporation"), effected a stock split pursuant to which every issued
and outstanding share of common stock of the Corporation became and was
deemed to be, and was automatically converted into, one share of "Class A
Common Stock," and a new class of common stock designated as "Common Stock"
was created. Each beneficial holder of Class A Common Stock received one
share of Common Stock for each share of Class A Common Stock held by such
holder on August 5, 1996. The rights, powers and limitations of the Common
Stock and the Class A Common Stock are set forth in full in Article Fourth of
the Corporation's Amended Certificate of Incorporation (a copy of which was
filed as Exhibit 3.2 to the Corporation's Form 8-A filed with the Securities
and Exchange Commission on August 13,1996, File No. 000-09559). The
following summary should be read in conjunction with, and is qualified in its
entirety by reference to, Article Fourth of the Corporation's Amended
Certificate of Incorporation.
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
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<S> <C> <C>
Voting Rights (per share) 1 1/10
Cash dividend rights Pro rata share of dividends as Same as Class A
(per share) determined by Board of Common Stock,
Directors except that the
Board of Directors
may declare
greater cash
dividends
Transferability Freely transferable* Freely transferable*
Preemptive, None None
subscription and
redemption rights
Liquidation rights Pro rata share of Same as Class A
assets remaining Common Stock
after payment of
all liabilities
</TABLE>
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* 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 is entitled to one vote for each share of
Class A Common Stock held. Each holder of Common Stock is 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 or series of stock.
DIVIDENDS. Holders of Common Stock and Class A Common Stock are
entitled to receive ratably all such dividends, payable in cash or otherwise,
as may be declared by the Board 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
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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 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 (i) the Common
Stock an equal amount to such dividend shall be paid on the Class A Common
Stock or (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.
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 (now designated Class A Common Stock) 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 shares of 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, stockholders of the Corporation
will not be restricted in their ability to sell or transfer shares of Common
Stock or Class A Common Stock. The Corporation is filing an application with
the American Stock Exchange, Inc. to list the Common Stock and the Class A
Common Stock for trading on such exchange.
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 redemption rights enabling a holder 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.
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Item 2. EXHIBITS.
None
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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 INDUSTRIES, INC.
By: /s/ CRAIG J. JENNINGS
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Craig J. Jennings
Vice President-Finance and Treasurer
Date: March 13, 1998
