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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934
CANNON EXPRESS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 71-0650141
(state of incorporation (IRS Employer
or organization) Identification Number)
1457 ROBINSON, SPRINGDALE, AR 72765
(Address of principal (Zip code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
Common Stock, $0.01 par value American Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the following box. [x].
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box. [ ].
Securities Act registration statement file number to which this form
relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Item 1. Description of registrant's Securities to be Registered.
The capital stock of Cannon Express, Inc. (the "Company") to be registered
on the American Stock Exchange (the "Exchange") is the Company's Common Stock
with a par value of $0.01 per share ("Common Stock").
The Company has authorized capital stock consisting of 10,000,000 shares
of Common stock. There are no redemption, sinking fund, conversion or
preemptive rights with respect to the shares of Common Stock. In the event
of liquidation, holders of Common Stock are entitled to receive pro rata all
net assets of the Company. Holders of the Common Stock are entitled to such
dividends as the Board of Directors, in its discretion, may declare out of
funds legally available therefor.
Pursuant to Article Seventh of the Company's Certificate of Incorporation,
as amended, the affirmative vote of the holders of 66 2/3% of the outstanding
stock of the Company entitled to vote is required to effect certain business
transactions between the Company and a Substantial Stockholder (generally
defined as a holder of more than 10% of the Company's voting stock). The
66 2/3% requirement does not apply, however, if (i) the business transaction
is approved by a majority of the members of the Board of Directors of the
Company who are unaffiliated with the Substantial Stockholder and who were
directors before the Substantial Stockholder became a Substantial Stockholder
and (ii) certain other conditions relating to the financial aspects of, and
disclosure relating to, the business transaction are satisfied. Business
transactions subject to such provisions include, but are not limited to,
mergers, consolidations, purchases or sales of assets and other transactions
requiring the approval of the stockholders of the Company under the Delaware
General Corporation Law. Article Seventh may not be amended, altered, or
repealed except by affirmative vote of the holders of 66 2/3% of the
outstanding stock of the Company entitled to vote thereon.
The holders of Common Stock are entitled to one vote for each share held of
record on each matter submitted to a vote of stockholders. Shareholders do
not have cumulative voting rights in the election of directors.
Item 2. Exhibits.
None.<PAGE>
Signature
Pursuant to the requirements of Section 12 of the Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Cannon Express, Inc.
Dated: March 2, 1998 By: /s/ Dean G. Cannon
Dean G. Cannon
President and
Chairman of the Board<PAGE>
