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
THE HALLWOOD GROUP INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 51-0261339
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3710 Rawlins, Suite 1500, Dallas, Texas 75219
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(Address of principal executive offices) (Zip Code)
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(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, The American Stock Exchange
par value $.10
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 Securities To Be Registered.
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The Company has authority to issue 10,000,000 shares of common stock,
par value $.10 per share (the "Common Stock"), 1,424,789 shares of which are
outstanding. The 10,000,000 shares of Common Stock are to be registered
hereunder. The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that may be
applicable to any outstanding preferred stock, the holders of Common Stock are
entitled to receive ratably such dividends, if any, that may be declared from
time to time by the Board of Directors out of funds legally available therefor.
In the event of our liquidation, dissolution or winding-up, the holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities, subject to prior distribution rights of holders of preferred
stock, if any. The Common Stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock.
Restrictions on Transfer
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(i) The Common Stock has certain restrictions on transfer providing that until
the earliest of July 31, 2009, the date the Company no longer has any unutilized
federal income tax net operating loss carryovers, capital loss carryovers or tax
credit carryovers, whether or not such carryovers are currently in existence
(the "Carryforwards") or the date after which Section 382 of the Internal
Revenue Code of 1986, as amended (the "Code") is repealed or not applicable to
the restrictions on transfer described herein: (A) any attempted sale, transfer,
assignment or other disposition (including the granting of any option (within
the meaning of Section 382 of the Code and the Income Tax Regulations as now in
effect or hereafter promulgated pursuant thereto (the "Regulations")) (the
"Option") or entering into of any agreement for the sale, transfer or other
disposition) (a "Transfer"), of any share or shares of the Common Stock or of
any Option to acquire the Common Stock, to any person or entity or group of
persons or entities acting in concert (a "Transferee") who owns or owned,
directly or indirectly, at any time during the four- year period ending on the
day of the Transfer, an aggregate number of shares of the Company's stock
(taking into account for this purpose all interests in the Company that are
treated as stock for purposes of Section 382(g)(1) of the Code and no other
interests in the Company (the "Stock")) having a fair market value equal to or
greater than 4.75% of the fair market value of the Company's then outstanding
Stock shall be void ab initio insofar as it purports to transfer ownership to
such Transferee of any shares of Common Stock or any Option to acquire Common
Stock to any Transferee not described in clause (A) hereof who or that would
own, as a result of the Transfer of any share or shares of the Company's Stock
or of any Option to acquire the Company's Stock, an aggregate number of shares
of the Company's Stock having a fair market value equal to or greater than 4.75%
of the aggregate fair market value of all of the Company's Stock then
outstanding shall, as to the number of shares representing the excess of 4.75%,
be void ab initio insofar as it purports to transfer ownership to such
Transferee of any shares of Common Stock or any Option to acquire Common Stock.
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(ii) The restrictions in subparagraph (i) above are for the purpose of reducing
the risk of occurrence of an "ownership change" within the meaning of Section
382(g) of the Code and the Regulations that would result in the disallowance or
limitation of the Company's utilization of the Carryforwards and to maintain the
tax advantage of the Company associated with the Carryforwards.
(iii) Neither clause (A) nor clause (B) of subparagraph (i) above shall restrict
any Transfer of Common Stock of the Company if (A) a majority vote of the Board
of Directors gives prior written approval of such Transfer and (B) if requested
by the Board of Directors, counsel to the Company shall have delivered its
opinion that such Transfer would not result in an "ownership change" within the
meaning of Section 382(g) of the Code and the Regulations that would result in
the elimination of the Company's utilization of the Carryforwards. The Board of
Directors has the authority to adopt procedures for administration of these
restrictions. No employee or agent of the Company is permitted to record any
attempted or purported Transfer of Common Stock of the Company made in violation
of these restrictions and no Transferee of Common Stock of the Company made in
violation of these restrictions shall be deemed to have acquired ownership of
the Common Stock for any purpose. Such intended Transferee shall not be entitled
to any rights as a shareholder of the Company with respect to such Common Stock
including, but not limited to, the right to vote such Common Stock or to receive
any distributions in respect thereof, whether as dividends or in liquidation.
(iv) If the procedures adopted by the Board of Directors so require, the
Company's transfer agent shall not issue any certificates effecting the
Transfer, assignment or disposition or purported Transfer, assignment or other
disposition of legal ownership of any shares of Common Stock unless the transfer
agent receives from the proposed Transferee, in addition to any other
information requested by it, a certificate signed under penalty of perjury
attesting to the fact that the Transferee does not, and will not as a result of
the proposed Transfer, assignment or other disposition, own an aggregate number
of shares of the Company's outstanding Stock having a fair market value equal to
or greater than 4.75% of the aggregate fair market value of all of the Company's
outstanding Stock. If the transfer agent receives a request to change record
ownership of Common Stock that appears to violate these restrictions, the
transfer agent shall notify the Company. If the Board of Directors or an officer
of the Company determines that the Transfer would violate these restrictions,
the Company shall advise the transfer agent and the transfer agent shall not
make such change in ownership of the Common Stock and shall return the stock
certificates representing such shares to any agent designated by the Company
(the "Agent").
(v) Unless approved by the Board of Directors pursuant to subsection (iii)
above, any attempted Transfer of shares of Common Stock or any Option to acquire
shares of Common Stock in excess of the shares that could be Transferred to the
Transferee without restriction under subparagraph (i) above shall not be
effective to Transfer ownership of such excess shares or Options (the
"Prohibited Shares") to the purported acquirer thereof (the "Purported
Acquirer"), who shall not be entitled to any rights as a shareholder of the
Company (including, without limitation, the right to vote or to receive
dividends with respect thereto). All rights with respect
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to the Prohibited Shares shall be the property of the Agent until the Prohibited
Shares are resold as set forth in subparagraph (A) or (B) below. The Purported
Acquirer, by acquiring ownership of shares of Common Stock that are not
Prohibited Shares, shall be deemed to have consented to all of the provisions
relating to these restrictions and to have acted as provided in the following
subparagraph (A).
(A) Upon demand by the Company, the Purported Acquirer shall transfer
any certificate or evidence of ownership of the Prohibited Shares and any
dividends or other distributions paid by the Company with respect to the
Prohibited Shares to the Purported Acquirer (the "Prohibited Distributions") to
the Agent. If the Purported Acquirer has sold the Prohibited Shares to an
unrelated party in any arm's-length transaction after purportedly acquiring
them, the Purported Acquirer shall be deemed to have sold the Prohibited Shares
as agent for the Agent and shall transfer to the Agent the Prohibited
Distributions and the proceeds of such sale (the "Resale Proceeds") except to
the extent that the Agent grants written permission to the Purported Acquirer to
retain a portion of the Resale Proceeds not exceeding the amount that would have
been payable by the Agent to the Purported Acquirer pursuant to the following
subparagraph (B) if the Prohibited Shares had been sold by the Agent rather than
by the Purported Acquirer. Any purported transfer of the Prohibited Shares by
the Purported Acquirer other than a transfer described in one of the two
preceding sentences shall not be effective to transfer any ownership of the
Prohibited Shares.
(B) The Agent shall sell in an arm's-length transaction (through a
stock exchange where the Common Stock is traded, if possible) any Prohibited
Shares transferred to the Agent by the Purported Acquirer and the proceeds of
such sale (the "Sale Proceeds") or Resale Proceeds, if applicable, shall be
allocated to the Purported Acquirer up to the following amount: (i) where
applicable, the purported purchase price paid or value of consideration
surrendered by the Purported Acquirer for the Prohibited Shares, and (ii) where
the purported Transfer of the Prohibited Shares to the Purported Acquirer was by
gift, inheritance, or any similar purported transfer, the fair market value of
the Prohibited Shares at the time of such purported Transfer. Subject to the
succeeding provisions of this subparagraph, any Resale Proceeds or Sales
Proceeds in excess of the amount allocable to the Purported Acquirer pursuant to
the preceding sentence, together with any Prohibited Distributions, shall be
paid over to a court or governmental agency, if applicable law permits, or
otherwise shall be transferred to any entity designated by the Company that is
described in Section 501(c)(3) of the Code. In no event shall any such amount
inure to the benefit of the Company or the Agent, but said amounts may be used
to cover expenses incurred by the Agent.
(C) Within 30 business days of learning of a purported Transfer of
Prohibited Shares to a Purported Acquirer, the Company through its Secretary
shall demand that the Purported Acquirer surrender to the Agent the certificates
representing the Prohibited Shares, or any Resale Proceeds, and any Prohibited
Distributions, and if such surrender is not made by the Purported Acquirer
within 30 business days from the date of such demand, the Company shall
institute legal proceedings to compel such transfer; provided, however, that
nothing in this subparagraph shall
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preclude the Company in its discretion from immediately bringing legal
proceedings without a prior demand, and also provided that failure of the
Company to act within the time periods set out in this subparagraph shall not
constitute a waiver of any right of the Company to compel any transfer required
by these restrictions.
(D) For a period of 90 days after learning of an attempted or purported
Transfer or unpermitted registration of shares in violation of these
restrictions, the Company may elect to acquire such shares at the same purchase
price agreed to be paid by the intended Transferee, in which case the Company
shall be obligated to pay to the intended Transferee of such shares the amount
of any payments made by such intended Transferee to the transferor for such
shares; such amounts shall be payable to the intended Transferee in three equal
installments, without interest. The first such installment shall be payable
within 10 days after the Company exercises such right and the remaining
installments shall be payable on the first and second anniversaries,
respectively, of such exercise. The Company may exercise such election by giving
written notice thereof to the intended Transferee.
(E) Upon a determination by the Board of Directors that there has been
or is threatened a purported Transfer of Prohibited Shares to a Purported
Acquirer, the Board of Directors may take such action in addition to any action
required by the preceding subparagraph as it deems advisable.
(vi) Until the earliest of July 31, 2009, such date as the Company shall no
longer have any unutilized Carryforwards or such date after which Section 382 of
the Code is repealed or substantially modified such that in the opinion of
counsel to the Company, the restrictions on transfer are no longer necessary to
accomplish their intended purpose, all certificates representing shares of
Common Stock shall conspicuously bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERS SET FORTH IN ARTICLE FOURTH OF THE CORPORATION'S
CERTIFICATE OF INCORPORATION, THE TEXT OF WHICH IS SUMMARIZED ON THE REVERSE
SIDE OF THIS CERTIFICATE. ANY ATTEMPT TO ACQUIRE COMMON STOCK OF THE CORPORATION
IN VIOLATION OF SUCH RESTRICTIONS SHALL BE NULL AND VOID AND MAY RESULT IN
FINANCIAL LOSS TO THE PERSON OR ENTITY ATTEMPTING SUCH ACQUISITION."
ITEM 2. Exhibits.
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The securities described herein are to be registered on The American
Stock Exchange, on which no other securities of the Company are registered.
Accordingly, pursuant to Part II to the Instructions as to Exhibits on Form 8-A,
the following exhibits are not filed with, or incorporated by reference in,
copies of this Registration Statement on Form 8-A filed with the Commission,
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but are filed as part of this Registration Statement on Form 8-A with The
American Stock Exchange.
1.1 Annual Report of the Company on Form 10-K for the year ended December
31, 1999.
2.1 Quarterly Report of the Company on Form 10-Q for the quarter ended
March 31, 2000.
3.1 Proxy Statement of the Company, dated April 11, 2000, for the Annual
Meeting of Shareholders held May 19, 2000.
4.1 Second Restated Certificate of Incorporation of the Company, is
incorporated herein by reference to Exhibit 4.2 to the Company's Form
S-8 Registration Statement, File No. 33-63709.
4.2 Restated Bylaws of the Company is incorporated herein by reference to
Exhibit 3.2 to the Company's Form 10-K for the year ended December 31,
1997, File No. 1-8303.
5.1 Specimen Certificate evidencing Common Stock.
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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.
Dated: June 22, 2000
THE HALLWOOD GROUP INCORPORATED
By: /s/ William L. Guzzetti
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Executive Vice President
