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FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FALCON PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 43-0730877
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
9387 Dielman Industrial Drive, St. Louis, MO 63132
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(Address of principal executive offices) (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, $0.02 Par Value New York Stock Exchange
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
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to be Registered
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AUTHORIZED CAPITAL STOCK
The Company's Certificate of Incorporation, as amended (the
"Certificate") provides for an authorized capital stock of 20,000,000 shares
of common stock, par value $.02 per share (the "Common Stock").
COMMON STOCK
Holders of Common Stock are entitled to one vote per share for the
election of directors and other corporate matters. Holders of Common Stock
are entitled to cumulative voting rights and accordingly, at all elections of
directors of the Company, each holder of Common Stock is entitled to cast
votes in an amount equal to the number of votes which he would otherwise be
entitled to cast for the election of directors multiplied by the number of
directors to be elected, and may cast all of such votes for a single director
or may distribute them among the number of directors to be voted for or any
two or more of them as such stockholder sees fit. The holders of Common Stock
are entitled to dividends in such amounts and at such times as may be declared
by the Board of Directors of the Company out of funds legally available
therefor. Upon liquidation or dissolution, holders of Common Stock are
entitled to share ratably in all net assets available for distribution to
stockholders after payment of any liquidation preferences to holders of any
outstanding shares of preferred stock. The Common Stock is not subject to any
preemptive rights.
SPECIAL PROVISIONS OF THE CERTIFICATE AND DELAWARE LAW
The Company is a Delaware corporation and is subject to Section 203 of
the Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of
a corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years
following the date such person became an interested stockholder unless: (i)
before such person became an interested stockholder, the board of directors of
the corporation approved the transaction in which the interested stockholder
became an interested stockholder or approved the business combination; (ii)
upon consummation of the transaction that resulted in the interested
stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced (excluding stock held by directors who are also
officers of the corporation and by employee stock plans that do not provide
employees with the rights to determine
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confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer); or (iii) on or following the transaction in which
such person became an interested stockholder, the business combination is
approved by the board of directors of the corporation and approved at a
meeting of stockholders by the affirmative vote of the holders of at least
two-thirds of the outstanding voting stock of the corporation not owned by the
interested stockholder. Under Section 203, the restrictions described above
also do not apply to certain business combinations proposed by an interested
stockholder following the earlier of the announcement or notification of one
of certain extraordinary transactions involving the corporation and a person
who had not been an interested stockholder during the previous three years or
who became an interested stockholder with the approval of a majority of the
corporation's directors, if such extraordinary transaction is approved or not
opposed by a majority of the directors who were directors prior to any person
becoming an interested stockholder during the previous three years or who were
recommended for election or elected to succeed such directors by a majority of
such directors.
The foregoing provisions could delay or frustrate the removal of
incumbent directors or a change in control of the Company. The provisions
could also discourage or make more difficult a merger, tender offer or proxy
contest, even if such event would be favorable to the interests of
stockholders.
Section 102(a)(7) of the Delaware General Corporation Law authorizes
corporations to limit or eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach of the
directors' fiduciary duty of care. The duty of care requires that, when
acting on behalf of the corporation, directors must exercise an informed
business judgment based on all material information reasonably available to
them. Absent the limitations now authorized by such legislation, directors
are accountable to corporations and their stockholders for monetary damages
for conduct constituting gross negligence in the exercise of their duty of
care. Although Section 102(a) does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The Certificate limits the liability of the
directors to the Company or its stockholders (in their capacity as directors
but not in their capacity as officers) to the fullest extent permitted by
Section 102(a). Specifically, directors of the Company will not be personally
liable for monetary damages for breach of a director's fiduciary duty as a
director, except: (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General
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Corporation Law; or (iv) for any transaction from which the director derived
an improper personal benefit.
TRANSFER AGENT
The transfer agent and registrar for the Common Stock is The Boatmen's
Trust Company, St. Louis, Missouri.
Item 2. Exhibits
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1. All exhibits required by Instruction II to Item 2 will be
provided to the New York Stock Exchange.
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SIGNATURES
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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, thereunto duly authorized.
FALCON PRODUCTS, INC.
By: /s/Stephen L. Clanton
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Title: Executive Vice President
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& Chief Financial Officer
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Dated: November 28, 1995
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