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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 12(g) of the
Securities Exchange Act of 1934
AMERISTEEL CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 59-0792436
(State of incorporation or organization) (IRS Employer Identification No.)
5100 W. LEMON STREET
TAMPA, FLORIDA 33631-3328
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The only class of equity securities of AmeriSteel Corporation (the
"Company") is common stock, par value $.01 per share (the "Common Stock"). Each
holder of Common Stock is entitled to one vote for each share owned of record
on all matters voted upon by stockholders, and a majority vote is required for
all actions to be taken by stockholders. In the event of a liquidation,
dissolution or winding-up of the Company, the holders of Common Stock are
entitled to share equally and ratably in the assets of the Company, if any,
remaining after the payment of all debts and liabilities of the Company. The
Common Stock has no preemptive rights, no cumulative voting rights and no
redemption, sinking fund or conversion provisions.
Holders of Common Stock are entitled to receive dividends if, as and
when declared by the Board of Directors out of funds legally available
therefor. No dividend or other distribution (including redemptions or
repurchases of shares of capital stock) may be made if after giving effect to
such distribution, the Company would not be able to pay its debts as they
become due in the usual course of business, or the Company's total assets would
be less than the sum of its total liabilities. In addition, the Company's
ability to pay dividends may be limited by the provisions of applicable loan
agreements.
During the time prior to any public offering of shares pursuant to a
registration statement filed under the Securities Act of 1933, certain shares
of the Company's Common Stock are subject to limitations on transfer.
Specifically, any shares of Common Stock acquired under the Company's Stock
Purchase/Option Plan and Equity Ownership Plan are subject to a right of first
refusal in favor of the Company. Prior to the sale, assignment, transfer,
pledge or other disposition of shares of Common Stock, a stockholder must first
offer to sell such shares to the Company in accordance with the terms and
conditions of the applicable plan.
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ITEM 2. EXHIBITS
4.1 Specimen of the Company's Common Stock Certificate.
4.2* Amended and Restated Articles of Incorporation of the Company
as amended by amendments dated May 22, 1995 and March 27, 1996
(Filed as Exhibit 3(I) to the Company's Annual Report on Form
10-K for the year ended March 31, 1996).
4.3* Bylaws of the Company (Filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended September 30,
1992).
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* Incorporated herein by reference.
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.
AMERISTEEL CORPORATION
Dated: July 29, 1996
By: /s/ Tom J. Landa
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Tom J. Landa
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
4.1 Specimen of the Company's Common Stock Certificate.
4.2* Amended and Restated Articles of Incorporation of the Company
as amended by amendments dated May 22, 1995 and March 27, 1996
(Filed as Exhibit 3(I) to the Company's Annual Report on Form
10-K for the year ended March 31, 1996).
4.3* Bylaws of the Company (Filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended September 30,
1992).
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* Incorporated herein by reference.
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INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
FLORIDA STEEL CORPORATION
AUTHORIZED CAPITAL STOCK
30,000,000 COMMON SHARES $.01 PAR VALUE PER SHARE
NUMBER SHARES
[CERTIFICATE OF STOCK]
SEE RESTRICTIVE LEGEND ON BACK
COPY
SEE REVERSE SIDE FOR ADDITIONAL DETAILS
THIS CERTIFIES THAT ______________________________________ is the owner of
___________________________________________ fully paid and non-assessable
Shares of
FLORIDA STEEL CORPORATION
transferable only on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation this ______ day of _______________ A.D. 19____
/s/ TOM J. LANDA /s/ T.G. GREED
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T.J. LANDA SECRETARY T.G. GREED PRESIDENT
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For Value Received, _____ hereby sell, assign and transfer under
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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Shares represented by the within Certificate and do hereby irrevocably
constitute and appoint
Attorney
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to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated 19
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In presence of
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NOTICE THE SIGNATURE OF THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER
STOCK LEGEND
The sale, encumbrance or other disposition of the shares represented by this
certificate is restricted by and subject to the terms and conditions of one or
more agreement(s) between the registered holder and other parties, a copy of
which is on file in the office of the secretary of the company and will be
provided to any stockholder without cost on request.
