FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Alexander Energy Corporation
(Exact name of registrant as specified in its charter)
Oklahoma 73-1088777
(State or other jurisdiction (I.R.S. Employee
of incorporation) Identification No.)
701 Cedar Lake Boulevard, Oklahoma City, Oklahoma 73114
(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
none not applicable
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box: [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box: [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Share Purchase Rights
(Title of Class)
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Item 1. Description of Registrant's Securities to be
Registered.
On December 15, 1994 (the "Record Date"), the Board of
Directors (the "Board") of Alexander Energy Corporation (the
"Corporation") authorized and declared a dividend of one
preferred share purchase right (a "Right") for each share of
Common Stock outstanding on the Record Date. The Rights are
authorized pursuant to a Rights Agreement by and between the
Corporation and Liberty Bank and Trust Company of Oklahoma City,
N.A. as Rights Agent (the "Share Rights Plan"). A Right will be
issued in respect of each share of Common Stock issued between
the Record Date and the Distribution Date, as defined below. The
Rights will terminate in ten years on December 15, 2004, unless
earlier redeemed or exercised. The Rights may be redeemed by the
Board for one cent per Right for a period of ten (10) days after
the Rights become exercisable.
Initially, the Rights will not be exercisable,
certificates will not be sent to shareholders of record, and the
Rights will automatically trade with the Common Stock. However,
the Rights will become exercisable and separate certificates
representing the Rights will be distributed (i) ten days after a
person or group acquires 20% or more of the Corporation's Voting
Shares ("Acquiring Person"), or (ii) ten business days after a
person or group announces an offer the consummation of which
would result in such person or group owning 20% or more of the
Corporation's Voting Shares (the "Distribution Date").
After the Distribution Date, each Right will entitle
all stockholders with the exception of the Acquiring Person and
any affiliates and/or associates to buy from the Corporation one
one-hundredth of a share of a new series of junior participating
preferred stock (the "Preferred Stock") for $25, subject to
adjustment (the "Purchase Price"). The rights and preferences of
the Preferred Stock are discussed below. After a person becomes
an Acquiring Person, each Right entitles the holder to buy for
the Purchase Price a number of Common Shares of the Corporation
having a market value of twice the Purchase Price.
If the shareholder has not elected to purchase either
the Corporation's Common or Preferred Stock pursuant to the Share
Rights Plan and the Corporation merges with or engages in a
business combination with the Acquiring Person, a "flip-over"
provision in the Share Rights Agreement would entitle each holder
to buy a number of shares of common stock in the acquiring
company having a market value of twice the Purchase Price of each
Right. All of these Rights options are intended to have a
dilution effect on an Acquiring Person who does not have approval
from the Board, thus making a hostile takeover difficult.
The Preferred Stock was authorized by the Board on
December 15, 1994. The Designation of Series A Junior
Participating Preferred Stock filed with the Oklahoma Secretary
of State provides that once the Preferred Stock is issued it will
be nonredeemable. Each share of Preferred Stock will have 100
votes, voting as one class with the Common Stock. Once issued,
the Preferred Stock will be entitled to dividends equal to any
dividend issued to the holders of Common Stock. If no dividend
to the Common Stock holders is declared, each share of Preferred
Stock shall receive a dividend of $1.00. These dividends will be
cumulative. Accrued but unpaid dividends do not bear interest.
If the Corporation is in arrears on the payment of dividends, the
Corporation is prohibited from declaring or paying dividends
and/or redeeming or purchasing shares of stock ranking on a
parity or junior to the Preferred Stock. The Preferred Stock
will rank junior to any other Preferred Stock designated.
In the event of any merger, consolidation or other
transaction in which Common Stock is exchanged, each share of
Preferred Stock will be entitled to receive 100 times the amount
received per share of Common Stock. Upon liquidation,
dissolution or winding up of the Corporation the holders of
Preferred Stock will receive $100 per share plus all unpaid,
accrued dividends. The dividend, liquidation, voting rights and
non-redemption features of the Preferred Stock are designed so
that the value of each one-hundredth share of the Preferred Stock
purchasable with each Right will approximate the value of one
share of Common Stock.
The amount and Purchase Price of the Rights may be
amended by the Board without the consent of the Right's holders
until a Distribution Date occurs; however, any adjustments will
be made so as to maintain parity with rights afforded to Common
Stock holders. Until the Rights are exercisable, the holders
thereof will have no rights as a stockholder independent of the
rights associated with the Common Stock to which the Rights are
tied.
Item 2. Exhibits.
The following exhibits are filed as a part of this
registration statement:
I. Documents Affecting Stockholders' Rights
1. Certificate of Incorporation of the Registrant,
and amendments thereto, has been previously filed as Exhibit 3(a)
to Form 10-K for the fiscal year ended December 31, 1991, and
such certificate is incorporated herein by reference.
2. Certificate of Amendment of Certificate of
Incorporation of the Registrant as filed with the Oklahoma
Secretary of State on May 18, 1993, has been previously filed as
Exhibit 4.1 to Form 8-K dated December 15, 1994, and such
certificate is incorporated herein by reference.
3. Share Rights Agreement by and between the
Registrant and Liberty Bank and Trust Company of Oklahoma City,
N.A. dated December 15, 1994, has been previously filed as
Exhibit 4.2 to Form 8-K dated December 15, 1994, and such
agreement is incorporated herein by reference.
4. Certificate of Designation of Series A Junior
Participating Preferred Stock of the Registrant as filed with the
Oklahoma Secretary of State on December 15, 1994, has been
previously filed as Exhibit 4.1 to Form 8-K dated December 15,
1994, and such Certificate is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements 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.
ALEXANDER ENERGY CORPORATION
By /s/ Roger G. Alexander
Roger G. Alexander,
Vice President
