<PAGE>
FORM 8-A/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SURETY CAPITAL CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 75-2065607
- - ----------------------- -------------------
(State of incorporation (IRS Employer
or organization) Identification No.)
1845 Precinct Line Road, Suite 100, Hurst, Texas 76054
------------------------------------------------------
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of sec- registration of a class of sec-
urities pursuant to section 12(b) urities pursuant to section 12(g)
of the Exchange Act and is of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c) please check the Instruction A.(d) please check
following box. [X] 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, $0.01 par value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
----------------
(Title of class)
PAGE
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Common Stock
The Company is authorized to issue twenty million (20,000,000)
shares of Common Stock, par value $0.01 per share, 5,761,348 of
which shares were issued and outstanding as of June 9, 1998. The
Common Stock is traded on the American Stock Exchange under the
symbol "SRY."
Holders of shares of Common Stock are entitled to one vote per
share, without cumulative voting, on all matters to be voted on by
stockholders. Subject to preferences that may be applicable to any
outstanding preferred stock, holders of Common Stock are entitled
to receive ratably such dividends as may be declared by the Board
of Directors out of funds legally available. In the event of a
liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining
after payment of liabilities and the liquidation preference of any
outstanding preferred stock. The Common Stock has no preemptive or
other subscription rights, and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares.
Preferred Stock
The Company is authorized to issue 1,000,000 shares of
preferred stock, par value $0.01 per share, of which no shares are
issued and outstanding as of the date hereof. Shares of preferred
stock may be issued in one or more series with such rights and
preferences as may be fixed and determined by the Board of Direc-
tors, without further stockholder approval. Such rights or
preferences may materially limit the rights evidenced by, or
amounts payable with respect to, the Common Stock being registered.
The issuance of shares of Preferred Stock may have the effect of
delaying, deferring, or preventing a change in control of the
Company.
Stock Options
The Company has adopted various stock option plans pursuant to
which the Company has granted options to its employees and direc-
tors to purchase shares of Common Stock. A total of 809,956 shares
of Common Stock, subject to adjustment under certain circumstances,
are subject to such outstanding options. The options are exercis-
able at prices ranging from $3.125 to $6.9375 and have been granted
for terms ranging from five (5) to ten (10) years, subject to
earlier termination upon the occurrence of certain events. Some
options are subject to vesting periods ranging from one to five
years; other options are immediately exercisable upon grant. A
total of 533,000 shares of Common Stock remain subject to issuance
under the various stock option plans as of June 17, 1998.
-2-
PAGE
<PAGE>
9% Convertible Subordinated Notes Due 2008
On March 31, 1998 the Company issued, pursuant to a private
placement, $4,350,000 aggregate principal amount of 9% convertible
subordinated notes due 2008 (the "Notes") under an indenture dated
as of March 31, 1998 between the Company and Harris Trust and
Savings Bank, Chicago, Illinois, as trustee. Interest payments
under the Notes are due March 31 and September 30 of each year,
commencing September 30, 1998. Holders of the Notes may convert
the Notes into Common Stock at any time after the issuance at a
conversion price of $6.00 per share (166.6667 shares per $1,000, or
725,000 shares of Common Stock in total), subject to certain anti-
dilution adjustments. The Notes may also be redeemed by the
Company under certain circumstances. The Notes are unsecured
obligations of the Company and subordinate in right of payment to
all other indebtedness and liabilities of the Company. In the
event of a default under the Notes, the payment of principal
outstanding under the Notes may only be accelerated under certain
limited circumstances.
Delaware Anti-Takeover Law
The Company is subject to the provisions of Section 203 of
the Delaware General Corporation Law (the "Delaware Law"), an anti-
takeover law. In general, the statute prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with
an interested stockholder for a period of three years after the
date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a
prescribed manner. For purposes of Section 203, a "business
combination" includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder, and
an "interested stockholder" is a person who, together with affili-
ates and associates, owns (or within three years prior, did own)
15% or more of the Company's voting securities. The existence of
this provision would be expected to have anti-takeover effects with
respect to transactions not approve in advance by the Board of
Directors, such as discouraging takeover attempts that might result
in a premium over the market price of the Common Stock.
Other Anti-Takeover Provisions
The Company has adopted a stockholder rights agreement which
is intended to discourage takeover efforts or tender offers under
which not all outstanding shares of Common Stock would be purchased
for the same price and on substantially the same terms. Pursuant
to the Surety Capital Corporation Rights Agreement dated as of
June 17, 1997 between the Company and Securities Transfer Corpora-
tion, as rights agent, as amended by instrument dated March 10,
1998, the Company declared a dividend of one right (a "Right") for
each outstanding share of the Common Stock to stockholders of
record at the close of business on June 6, 1997.
-3-
PAGE
<PAGE>
Each Right initially entitles stockholders to buy one share of
Common Stock at an exercise price of $10.00 (the "Purchase Price").
The rights will be exercisable only if a person or group acquires
15% or more of the Common Stock or announces a tender offer the
consummation of which would result in ownership by such person or
group of 15% or more of the Common Stock. The Company will be
entitled to redeem the Rights at $0.0001 per Right at any time
prior to the tenth day after a person or group acquires 15% or more
of the Common Stock, other than pursuant to a transaction approved
by the Board of Directors. The Rights are redeemable even after a
15% or more acquisition, if the Board of Directors so determines,
in connection with a merger of the Company with a "white knight"
and under other circumstances.
In the event of the acquisition by a person or group of 15% or
more of the Common Stock, each Right will entitle its holder to
purchase that number of shares of Common Stock equal to the result
obtained by dividing the Purchase Price by 50% of the then current
market price of the Common Stock.
If the Company, or any subsidiary of the Company, is acquired
in a merger or other business combination transaction in which the
Common Stock is exchanged or changed, or 50% or more of the
Company's assets or earning power are sold, each Right will entitle
its holder to purchase that number of shares of common stock of the
surviving or acquiring entity equal to the result obtained by
dividing the purchase price paid in such transaction by 50% of the
then current market price of the common stock of the surviving or
acquiring entity.
Bylaw Provisions
The bylaws of the Company contain provisions that could have
the effect of delaying or deferring a change in control of the
Company. The bylaws of the Company provide that directors may be
removed with or without cause but only by a majority of the entire
board of directors or by the holders of record of outstanding
shares representing at least two-thirds of the voting power of all
shares of capital stock. Additionally, the bylaws provide that any
vacancies in the board of directors shall be filled only by the
board of directors or by the stockholders at an annual meeting.
Any amendments to the bylaws by the stockholders requires the
affirmative vote of holders of record of at least two-thirds of the
voting power of all shares of capital stock. The bylaws also
establish the protocol for the annual and special meetings of the
stockholders as well as for the election of directors which could
have the effect of delaying or deferring a change in control of the
Company.
-4-
PAGE
<PAGE>
Item 2. Exhibits
3.1 Certificate of Incorporation.(1)
3.2 Certificate of Amendment of Certificate of Incorporation,
as filed with the Delaware Secretary of State on April 8,
1987.(2)
3.3 Certificate of Amendment to the Certificate of Incorporation,
as filed with the Delaware Secretary of State on April 4,
1988.(3)
3.4 Certificate of Designations Establishing Series of Shares of
Preferred Stock, as filed with the Delaware Secretary of State
on April 4, 1988.(3)
3.5 Certification of Elimination of Series of Shares of Preferred
Stock, as filed with the Delaware Secretary of State on
January 31, 1992.(4)
3.6 Certificate of Amendment to the Certificate of Incorporation,
as filed with Delaware Secretary of State on June 14, 1993.(5)
3.7 Form of Common Stock certificate (specimen).(5)
3.8 Restated Bylaws of the Company.(6)
4.1 Rights Agreement between Surety Capital Corporation and
Securities Transfer Corporation as Rights Agent, dated as of
June 17, 1997(7); as amended by Amendment No. 1 to Rights
Agreement of Surety Capital Corporation, dated as of March 10,
1998(8).
10.1 Surety Capital Corporation 1988 Incentive Stock Option Plan.(4)
10.2 Surety Capital Corporation 1995 Incentive Stock Option Plan.(6)
10.3 Surety Capital Corporation Amended and Restated Stock Option
Plan for Directors, and Form of Stock Option Agreement.(9)
10.4 Surety Capital Corporation 1997 Non-Qualified Stock Option
Plan for Officers and Key Employees, and Form of Stock Option
Agreement.(8)
10.5 Surety Capital Corporation 1997 Non-Qualified Stock Option
Plan for Non-Employee Directors, and Form of Stock Option
Agreement.(8)
10.6 Surety Capital Corporation 1998 Incentive Stock Option Plan.(8)
_______________________
(1) Filed with Registration Statement No. 33-1983 on Form S-1
and incorporated by reference herein.
-5-
PAGE
<PAGE>
(2) Filed with the Company's Form 10-K dated October 31,
1987 and incorporated by reference herein.
(3) Filed with the Company's Form 10-Q for the quarter ended
April 30, 1988 and incorporated by reference herein.
(4) Filed with the Company's Form 10-K dated December 31,
1991 and incorporated by reference herein.
(5) Filed with the Company's Form 10-K dated December 31,
1993 and incorporated by reference herein.
(6) Filed with the Company's Form 10-K dated December 31,
1994 and incorporated by reference herein.
(7) Filed with the Company's Form 8-K dated June 17, 1997
and incorporated by reference herein.
(8) Filed with the Company's Form 10-K dated December 31,
1997 and incorporated by reference herein.
(9) Filed with the Company's Form 10-K dated December 31,
1996 and incorporated by reference herein.
-6-
PAGE
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has caused this registration
statement to be signed on its behalf by the undersigned, thereto
duly authorized.
SURETY CAPITAL CORPORATION
Date: June 17, 1998 By: /s/ C. Jack Bean
-------------------------
C. Jack Bean, Chairman of
the Board
-7-
