<PAGE>
UNITED STATES
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
GREAT DANE HOLDINGS INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 54-0698116
----------------------- --------------------
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2016 North Pitcher Street
Kalamazoo, Michigan 49007
---------------------------------------- --------------------
(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
to be so Which Each Class is to be
Registered Registered
None
----------------- -------------------------
Securities to be registered pursuant to
Section 12(g) of the Act:
Common Stock, par value $.01
-----------------------------------
(Title of Class)
Page 1 of 3
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Registrant's Common Stock to be registered is
hereby incorporated by reference from the description under the caption
"Description of Capital Stock" contained in Amendment No. 1 to the Registrant's
registration statement on Form S-1 (the "Registration Statement") filed with the
Commission on February 27, 1995 (Registration No. 33-56595). A copy of the
Registration Statement has been delivered to the Nasdaq Stock Market (National
Market).
Item 2. EXHIBITS
3.1 Composite Certificate of Incorporation reflecting all amendments
to date.
3.2 By-Laws (incorporated herein by reference to Exhibit 3.2 of
Registrant's Registration Statement No. 33-56595 filed with the
Securities and Exchange Commission on November 23, 1994).
4.1 Form of Common Stock Certificate.
4.2 Great Dane Holdings Inc. 1994 Stock Option Plan (incorporated
herein by reference to Exhibit 4.6 of Amendment No. 1 to
Registrant's Registration Statement No. 33-56595 filed with the
Securities and Exchange Commission on February 27, 1995
("Amendment No. 1")).
4.3 1995 Outside Directors Stock Option Plan (incorporated herein by
reference to Exhibit 4.7 of Amendment No. 1).
10.1 Stock Option Agreement between Registrant and Jay H. Harris dated
as of January 17, 1995 (incorporated herein by reference to
Exhibit 10.46 of Amendment No.1).
Page 2 of 3
<PAGE>
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 behalf of the undersigned, thereto duly authorized.
Dated: March 27, 1995 GREAT DANE HOLDINGS INC.
By: /s/ Jay H. Harris
----------------------------
Jay H. Harris
Executive Vice President
and Chief Operating Officer
Page 3 of 3
<PAGE>
EXHIBIT 3.1
COMPOSITE
CERTIFICATE OF INCORPORATION
OF
GREAT DANE HOLDINGS INC.
FIRST. The name of the Corporation is GREAT DANE HOLDINGS INC.
SECOND. The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at such address is The Corporation
Trust Company.
THIRD. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: Authorized Stock.
1. The aggregate number of shares which the Corporation shall
have authority to issue is 55,000,000, of which 5,000,000 shares of the par
value of $1.00 per share shall be designated "Preferred Stock" and 50,000,000
shares of the par value of $.01 per share shall be designated "Common Stock."
2. Authority is hereby expressly granted to the Board of
Directors from time to time to issue the Preferred Shares as Preferred Shares of
any series and, in connection with the creation of each such series, to fix by
the resolution or resolutions providing for the issue of shares thereof, the
number of shares of such series, and the designations, powers, preferences, and
rights, and the qualifications, limitations, and restrictions, of such series,
to the full extent now or hereafter permitted by the laws of the State of
Delaware."
FIFTH. The name and mailing address of the incorporator is Warren
E. Friss, c/o Hutton Ingram Yuzek Gainen Carroll & Bertolotti, 250 Park Avenue,
6th Floor, New York, New York 10177.
SIXTH. Election of directors need not be by written ballot.
SEVENTH. The Board of Directors is authorized to adopt, amend, or
repeal By-Laws of the Corporation except as and to the extent provided in the
By-Laws.
<PAGE>
EIGHTH. Any person who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (whether or not by or
in the right of the Corporation) by reason of the fact that he is or was a
director, officer, incorporator, employee, or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
incorporator, employee, partner, trustee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise (including an employee
benefit plan), shall be entitled to be indemnified by the Corporation to the
full extent then permitted by law against expenses (including counsel fees and
disbursements), judgments, fines (including excise taxes assessed on a person
with respect to an employee benefit plan), and amounts paid in settlement
incurred by him in connection with such action, suit, or proceeding. Such right
of indemnification shall inure whether or not the claim asserted is based on
matters which antedate the adoption of this Article EIGHTH. Such right of
indemnification shall continue as to a person who has ceased to be a director,
officer, incorporator, employee, partner, trustee, or agent and shall inure to
the benefit of the heirs and personal representatives of such a person. The
indemnification provided by this Article EIGHTH shall not be deemed exclusive of
any other rights which may be provided now or in the future under any provision
currently in effect or hereafter adopted of the By-Laws, by any agreement, by
vote of stockholders, by resolution of disinterested directors, by provision of
law, or otherwise.
NINTH. No director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision does not eliminate
the liability of the director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any
transaction from which the director derived an improper personal benefit. For
purposes of the prior sentence, the term "damages" shall, to the extent
permitted by law, include, without limitation, any judgment, fine, amount paid
in settlement, penalty, punitive damages, excise or other tax assessed with
respect to an employee benefit plan, or expense of any nature (including,
without limitation, counsel fees and disbursements). Each person who serves as
a director of the Corporation while this Article NINTH is in effect shall be
deemed to be doing so in reliance on the provisions of this Article NINTH, and
neither the amendment or repeal of this Article NINTH, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
NINTH, shall apply to or have any effect on the liability or alleged liability
of any director or the Corporation for, arising out of, based upon, or in
connection with any acts or omissions of
-2-
<PAGE>
such director occurring prior to such amendment, repeal, or adoption of an
inconsistent provision. The provisions of this Article NINTH are cumulative and
shall be in addition to and independent of any and all other limitations on or
eliminations of the liabilities of directors of the Corporation, as such,
whether such limitations or eliminations arise under or are created by any law,
rule, regulation, by-law, agreement, vote of shareholders or disinterested
directors, or otherwise.
-3-
<PAGE>
EXHITIT 4.1
FORM OF COMMON STOCK CERTIFICATE
GREAT DANE HOLDINGS INC.
A Delaware Corporation
Certificate No._________
No. of Shares _______ CUSIP 39031P 10 5
THIS CERTIFIES THAT __________________________ IS THE OWNER OF ___________
Fully Paid and Nonassessable Shares of Common Stock, $.01 Par Value Per Share,
of GREAT DANE HOLDINGS INC. (the "Company") transferable in person or by duly
authorized attorney upon surrender of his Certificate properly endorsed. This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.
WITNESS the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
Dated:
Martin L. Solomon SEAL David R. Markin
Secretary President
Countersigned and Registered:
American Stock Transfer and Trust Company (New York, NY)
Transfer Agent and Registrar
By:
---------------------
Authorized Officer
<PAGE>
[Reverse Side of Stock Certificate]
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTION OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS, SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE
TRANSFER AGENT.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as through they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT --________ Custodian_________
(Cust) (Minor)
under Uniform Gifts to Minors
Act _________________________
(State)
Additional abbreviations may also be used through not in the above list.
For value received _________________ hereby sell, assign and transfer
unto _______________________, _______ Shares of the Common Stock represented by
the within Certificate, and do hereby irrevocably constitute and appoint
_____________ to transfer the said stock on the books of the Company will full
power of substitution in the premises.
Date:______________________
Signature:______________________________
NOTICE: The signature of this assignment must correspond with the name as
written upon the face of the Certificate, in any particular without
alteration or enlargement, or any change whatever.
