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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Lone Star Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 75-2085454
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5501 LBJ Freeway, Suite 1200, Dallas, Texas 75240
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(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 which
to be so registered each class is to be registered
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Common Stock, $1 Par Value New York Stock Exchange
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 REGISTRANT'S SECURITIES
TO BE REGISTERED
COMMON STOCK, $1 PAR VALUE
The capital stock of Lone Star Technologies, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange") is the Registrant's Common Stock with a par value of $1 per
share. Holders of Common Stock are entitled to one vote per share on all
matters voted on by shareholders. Voting for directors is not cumulative.
The Board of Directors is divided into three classes serving staggered
three-year terms. There are no conversion rights, and there are no redemption
or sinking fund provisions. Holders of Common Stock are entitled to
dividends when, as and if declared by the Board of Directors out of funds
legally available therefor (subject to the rights of holders of any Preferred
Stock). Common Stock does not have any preemptive rights. All outstanding
shares of Common Stock are fully paid and nonassessable. Upon liquidation of
the Company, after payment or provision for all liabilities and payment of
any preferential amount in respect of Preferred Stock, holders of Common
Stock are entitled to receive liquidating distributions of any remaining
assets on a pro rata basis.
No Preferred Stock is currently outstanding. The Board of
Directors has authority to issue shares of Preferred Stock in one or more
series and to determine and fix the rights and preferences of each such
series with respect to the dividend rate, dividend payment dates, terms and
conditions of redemption, amount payable in the event of voluntary or
involuntary liquidation, sinking fund provisions, if any, the terms and
conditions under which such shares may be converted into other securities of
the Company and voting rights. Under Delaware law, the holders of any
Preferred Stock which may be issued will be entitled to vote in connection
with amendments to the Certificate of Incorporation which would increase or
decrease the aggregate number of authorized shares of Preferred Stock,
increase or decrease the par value of such shares, or alter or change the
powers, preferences, or special rights of such shares so as to affect them
adversely.
Certain provisions of the Company's Certificate of Incorporation
may make the Company a less attractive target for acquisition by an outsider
who does not have the support of the Company's directors. The Certificate of
Incorporation provides: (1) for a classified Board; (2) that directors may
only be removed by the affirmative vote of 80% or more of the shares entitled
to vote; (3) that certain business combinations will require the affirmative
vote of the holders of at least 80% of the shares entitled to vote; and (4)
that at least 80% of the shares entitled to vote must approve certain
amendments to the Certificate of Incorporation. While the foregoing
provisions will not necessarily prevent take-over attempts, they could
discourage an attempt to obtain control of the Company in a transaction not
approved by the Company's Board of Directors.
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ITEM 2. EXHIBITS
1. All exhibits required by Instruction II to Item 2 will
be supplied to the New York Stock Exchange.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized.
LONE STAR TECHNOLOGIES, INC.
By /s/ John P. Harbin
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John P. Harbin
Chairman, President and
Chief Executive Officer
Date: April 7, 1997
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