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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-B
GENERAL FORM FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS FILED
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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HARVARD INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 21-0715310
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2502 North Rocky Point Drive, Suite 960
Tampa, Florida 33607
(Address of principal executive offices) (Zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class to be so registered Name of each exchange on which each class is to be registered
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NONE
</TABLE>
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Pay-In-Kind Exchangeable Preferred Stock, par value $.01 per share
Preferred Stock Purchase Rights
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(Title of class)
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Item 1 General Information
(a) Harvard Industries, Inc., formerly known as Harvard Merger
Corporation (the "Registrant") was organized as a corporation
under the laws of the State of Florida on February 8, 1996, to
be the successor by way of merger to Harvard Industries, Inc.,
a Delaware corporation (the "Predecessor").
(b) The Registrant's fiscal year ends on September 30th.
Item 2 Transaction of Succession
(a) Harvard Industries, Inc., a Delaware corporation, the single
predecessor of the Registrant, had securities registered
pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended.
(b) On March 22, 1996, pursuant to the Agreement and Plan of
Merger, dated March 20, 1996, in which the Predecessor merged
with and into the Registrant, its then wholly-owned subsidiary
(the "Merger"), Articles of Merger were filed with the
Secretary of State of Florida. Effective upon the filing of
the Articles of Merger and as part thereof, the Registrant, as
the surviving corporation, changed its name from Harvard
Merger Corporation to Harvard Industries, Inc.
Pursuant to the Merger, shares of capital stock, par value
$.01 per share, of the Predecessor issued and outstanding
immediately prior to the effective time of the Merger (the
"Effective Time"), were converted into an equal number of the
same class of fully paid and nonassessable shares of the
Registrant's capital stock, par value $.01 per share
("Registrant Shares").
Item 3 Securities to be Registered
As of June 18, 1996, the Registrant had 30,000,000 shares of Common
Stock, par value $.01 per share, of which, 6,999,407 shares were
issued and outstanding and 12,000,000 shares of Pay-In-Kind
Exchangeable Preferred Stock, par value $.01 per share (the "PIK
Preferred Stock"), of which 4,035,000 shares were issued and
outstanding. The Series A Junior Preferred Stock Purchase Rights (the
"Rights") are attached to the shares of Registrant's Common Stock.
Item 4 Description of Registrant's Securities to be Registered
The information required by this Item 4 is set forth under the caption
"Description of Registrant's Securities to be Registered" contained in
Amendment No. 4 to Registrant's Registration Statement on Form 10/A,
filed May 2, 1996 (File No. 021362) and in Registrant's Registration
Statement on Form 8-A filed October 24, 1994 (File No. 0-21362), in
Amendment No. 1 thereto on Form 8-A/A filed June 20, 1995 (File No.
0-21362) and in Amendment No. 2 thereto on Form 8-A/A filed
June 18, 1996 (File No. 0-21362), each of which is incorporated herein
by reference.
Item 5 Financial Statements and Exhibits
(a) No financial statements are required to be filed herewith
because the capital structure and balance sheet of the
Registrant immediately after consummation of the Merger was
the same as the Predecessor.
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(b) The following documents are filed as exhibits hereto:
2.1 Harvard Industries, Inc. Notice of Special Meeting
and Proxy Statement dated February 12, 1996 (filed
with the Securities and Exchange Commission on
February 14, 1996 and incorporated by reference)
(File No. 0-21362).
2.2 Agreement and Plan of Merger dated as of March 20,
1996 by and among Harvard Industries, Inc. and
Harvard Merger Corporation (incorporated by reference
to Exhibit 3.1 to the Form 8-K of Registrant, dated
April 8, 1996 (File No. 0-21362)).
3.1 Articles of Merger, dated as of March 20, 1996,
between Harvard Industries, Inc. and Harvard Merger
Corporation, and filed with the Secretary of State of
Florida on March 22, 1996 (incorporated by reference
to Exhibit 3.1 to the Form 8-K of Registrant, dated
April 8, 1996 (File No. 0-21362)).
3.2 Certificate of Merger of Harvard Industries, Inc.
into Harvard Merger Corporation, dated as of March
20, 1996, and filed with the Secretary of State of
Delaware on March 25, 1996 (incorporated by reference
to Exhibit 3.2 to the Form 8-K, dated April 8, 1996,
of the Registrant (File No. 0-21362)).
3.3 Articles of Incorporation of Harvard Industries, Inc.
(incorporated under the name of Harvard Merger
Corporation), and filed with the Secretary of State
of Florida on February 8, 1996 (incorporated by
reference to Exhibit 3.3 to the Form 8-K, dated April
8, 1996, of the Registrant (File No. 0-21362)).
3.4 Amendment to Articles of Incorporation of Harvard
Industries, Inc., and filed with the Secretary of
State of Florida on March 22, 1996 (incorporated by
reference to Exhibit 3.4 to the Form 8-K, dated April
8, 1996, of the Registrant (File No. 0-21362)).
3.5 By-Laws of Harvard Industries, Inc. (incorporated by
reference to Exhibit 3.5 to the Form 8-K, dated April
8, 1996, of the Registrant (File No. 0-21362)).
4.1(a) Rights Agreement, dated as of October 18, 1994,
between the Registrant and Fleet National Bank
(formerly Shawmut Bank Connecticut, National
Association), as Rights Agent (incorporated by
reference to Exhibit 2 to the Registration Statement
on Form 8-A of the Registrant filed with the
Securities and Exchange Commission on October 24,
1994 (File No. 0-21362)).
4.1(b) Amendment No. 1 to Rights Agreement, dated as of June
12, 1995, between the Registrant and Fleet National
Bank (formerly Shawmut Bank Connecticut, National
Association), as Rights Agent (incorporated by
reference to Exhibit 1 to Amendment to the
Registration Statement on Form 8-A of the Registrant
filed with the Securities and Exchange Commission on
June 20, 1995 (File No. 0-21362)).
4.1(c) Amendment No. 2 to Rights Agreement, effective as of
May 31, 1996, between the Registrant and Fleet
National Bank (formerly Shawmut Bank Connecticut,
National Association), as Rights Agent (incorporated
by reference to the Exhibit 3 to Amendment No. 2 to
the Registration Statement on Form 8-A/A of the
Registrant filed with the Securities Exchange
Commission on June 18, 1996 (File No. 0-21362)).
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4.2 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.2 to Amendment No. 4 to Form
10/A, dated May 2, 1996, of the Registrant (File No.
0-21362)).
4.3 Specimen Preferred Stock Certificate (incorporated by
reference to Exhibit 4.3 to Amendment No. 4 to Form
10/A, dated May 2, 1996, of the Registrant (File No.
0-21362)).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement on Form
8-B to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 18, 1996
HARVARD INDUSTRIES, INC.
By /s/ Richard T. Dawson
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Richard T. Dawson, Vice President
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