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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
BFX HOSPITALITY GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1732794
(State of incorporation or organization) (I.R.S. Employer Identification No.)
226 BAILEY AVENUE, SUITE 101
FORT WORTH, TEXAS 76107
(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
RIGHTS TO PURCHASE PREFERRED SHARES. AMERICAN STOCK EXCHANGE
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), please 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.(d), please check the following box [ ].
Securities Act registration statement file number to which this Form
relates: Not Applicable
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 February 11, 1999, the Board of Directors of BFX Hospitality, Inc. (the
"Company") declared a dividend of one Preferred Share purchase right (a "Right")
for each outstanding share of common stock, par value $.05 per share (the
"Common Shares"), of the Company and authorized the issuance of one Right for
each Common Share which shall become outstanding between the Record Date and the
earlier of the Distribution Date (as hereinafter defined) or the final
expiration date of the Rights. The dividend is payable on March 8, 1999 (the
"Record Date") to the stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one-hundredth share of Series
B Junior Preferred Stock, par value $ .01 per share (the "Preferred Shares"), of
the Company at a price of $7.50 per one one-hundredth interest in a Preferred
Share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and Continental Stock Transfer & Trust Company, as Rights
Agent (the "Rights Agent").
Until the earlier to occur of (i) ten business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") (excluding the Company, its subsidiaries, Company benefit
plan, related holders and Robert H. McLean and his affiliates) have acquired
beneficial ownership of 15% or more of the outstanding Common Shares and (ii)
ten business days following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 15% or more of such
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any Common
Share certificate outstanding as of the Record Date, by such Common Share
certificate. The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption, exchange or expiration
of the Rights), new Common Share certificates issued after the Record Date, upon
transfer or new issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption, exchange or expiration
of the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date also will constitute the transfer of the
Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 8, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of interests in Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights, options or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred Shares with a
conversion price, less than the then current market price of the Preferred
Shares or (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than those referred to
above).
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The number of outstanding Rights and the number of one one-hundredth
interests in a Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Preferred Shares or a
stock dividend on the Preferred Shares payable in Preferred Shares or
subdivisions, consolidations or combinations of the Preferred Shares occurring,
in any such case, prior to the Distribution Date.
Interests in Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per Common Share. In
the event of a liquidation, the holders of the interests in Preferred Shares
will be entitled to a minimum preferential liquidation payment of $100 per share
but will be entitled to an aggregate payment of 100 times the payment made per
Common Share. Each Preferred Share will have 100 votes, voting together with
the Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
In the event the Company is, in effect, acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power is sold, proper provision will be made so that each holder of a
Right will thereafter generally have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the acquiring company which at the time of such transaction
will have a market value of two times the exercise price of the Right. In the
event any person becomes an Acquiring Person, proper provision shall be made so
that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be null and void for all purposes of the
Rights Agreement and the holder thereof shall thereafter have no rights with
respect to such Rights, whether under the Rights Agreement or otherwise), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right. Under some
circumstances, in lieu of Common Shares, other equity and debt securities,
property, cash or combinations thereof, including combinations with Common
Shares, may be issued upon payment of the exercise price if of equal value to
the number of Common Shares for which the Right is exercisable.
Under certain circumstances, after a Person has become an Acquiring Person,
the Board of Directors of the Company may exchange the Rights (other than Rights
that were or are beneficially owned by an Acquiring Person), in whole or in
part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares (other than fractions which
are integral multiples of one one-hundredth of a Preferred Share, which may, at
the election of the Company be evidenced by depositary receipts) will be issued,
and in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior to the date of
exercise.
At any time prior to the close of business on the tenth business day after
the first date of public announcement by the Company or an Acquiring Person that
an Acquiring Person has become such (a "Shares Acquisition Date"), the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per right (the "Redemption Price"), which may be paid in cash or
with Preferred Shares or other consideration deemed appropriate by the Board of
Directors of the Company. Immediately upon any
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redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights at any time to cure any
ambiguity or to correct or supplement any defective or inconsistent provisions
and may, prior to the Distribution Date, be amended to change or supplement any
other provision in any manner which the Company may deem necessary or desirable.
After the Distribution Date, the terms of the Rights may be amended only so long
as such amendment shall not adversely affect the interests of the holders of the
Rights (which may not be an Acquiring Person in whose hands Rights are void),
other than to cure ambiguities or correct or supplement defective or
inconsistent provisions.
As of March 1, 1999, there were 3,990,263 Common Shares outstanding and an
aggregate of 415,000 Common Shares reserved for issuance upon the exercise of
options granted or to be granted under the Company's Stock Option Plan(s), as
amended. The Company held 3,796,615 Common Shares in treasury as of March 1,
1999. Each outstanding Common Share on March 8, 1999 will entitle the holder
thereof to receive one Right. In addition, the Company will issue one Right for
each Common Share that becomes outstanding between the Record Date and the
Distribution Date (or the earlier expiration, exchange or redemption of the
Rights) so that all such shares will have attached Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company since the Board of Directors
may, at its option, at any time prior to the close of business on the tenth
business day after the Shares Acquisition Date, redeem all but not less than all
the then outstanding Rights at the Redemption Price.
A copy of the Rights Agreement has been filed as an exhibit to this
Registration Statement. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Rights Agreement dated as of February 11, 1999, between BFX
Hospitality, Inc. and Continental Stock Transfer & Trust Company,
as Rights Agent (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated February 11, 1999, filed
with the Securities and Exchange Commission on March 4, 1999).
2. Certificate of Designation, Powers, Preferences and Rights of
Series B Junior Preferred Stock dated March 1, 1999 (incorporated
by reference to Exhibit 4.2 to the Company's Current Report on Form
8-K dated February 11, 1999, filed with the Securities and Exchange
Commission on March 4, 1999).
3. Form of Right Certificate (incorporated by reference to Exhibit 4.3
to the Company's Current Report on Form 8-K dated February 11,
1999, filed with the Securities and Exchange Commission on March 4,
1999).
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4. Summary of Rights to Purchase Preferred Shares (incorporated by
reference to Exhibit 4.4 to the Company's Current Report on Form 8-
K dated February 11, 1999, filed with the Securities and Exchange
Commission on March 4, 1999).
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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, thereunto duly authorized.
BFX HOSPITALITY GROUP, INC.
By: /s/ Robert. H. McLean
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Robert H. McLean
Chairman of the Board, President
and Chief Executive Officer
Dated: March 4, 1999
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