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
TOP AIR MANUFACTURING, INC.
(Exact Name of Registrant as Specified in Its Charter)
Iowa 42-1155462
(State of Incorporation or Organization) (IRS Employer Identification No.)
317 Savannah Park Road, Cedar Falls, Iowa 50613
(Address of Principal Executive Offices) (Zip Code)
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.(d), check the following box. |_|
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
Common Stock, no par value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
Authorized and Outstanding Capital Stock
The Registrant's Articles of Incorporation (the "Articles") provide for
authorized capital of 20,000,000 shares of common stock, no par value ("Common
Stock"). At December 1, 1997, 5,086,456 shares of Common Stock were outstanding.
The following summary description of the capital stock of the Registrant is
qualified in its entirety by reference to the Articles.
Common Stock
The holders of the Registrant's Common Stock are entitled to cast one
vote for each share of record on all matters to be voted on by stockholders,
including the election of directors. The holders of Registrant's Common Stock
are entitled to receive dividends when and if declared by the Board of Directors
out of legally available funds. In the event of liquidation, dissolution or
winding up the affairs of the Registrant, the holders of the Common Stock are
entitled to share ratably in all remaining assets available for distribution to
them after the payment of liabilities and after provision has been made for each
class of stock, if any, having preference over the Common Stock. Holders of
shares of the Common Stock, as such, have no conversion, preemptive or other
subscription rights, and there are no redemption provisions applicable to the
Common Stock. All of the outstanding shares of the Registrant Common Stock are
fully paid and nonassessable.
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.
TOP AIR MANUFACTURING, INC.
Date: December 5, 1997 By: /s/ Steven R. Lind
Steven R. Lind, President
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