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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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COLLEGIATE PACIFIC INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2795073
(State of incorporation or organization) (I.R.S. Employer Identification No.)
13950 SENLAC DRIVE NO. 200
FARMERS BRANCH, TEXAS 75235
(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, PAR VALUE $.01 PER SHARE AMERICAN STOCK EXCHANGE
COMMON STOCK PURCHASE WARRANTS 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:
NOT APPLICABLE
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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.
All of the issued outstanding shares of Collegiate Pacific Inc. Common
Stock, par value $.01 per share (the "Common Stock") are, and when
issued and paid for will be, fully paid and non-assessable. Collegiate
Pacific Inc. (the "Company") is authorized to issue 50,000,000 shares
of Common Stock.
The Company issued 4,237,748 Common Stock Purchase Warrants (the
"Warrants") (subject to adjustment for anti-dilution purposes)
pursuant to a Warrant Agreement between the Company and Continental
Stock Transfer and Trust Company, Inc. (the "Warrant Agent"). Each
record holder of Common Stock as of May 26, 2000 received a special
dividend from the Company of one Warrant for each share of Common
Stock owned by the record holder.
Each Warrant entitles the registered holder to purchase from the
Company, for cash, one share of Common Stock at $10.00 per share. The
number of shares purchasable upon exercise of each Warrant and price
per share may be adjusted under certain conditions.
Holders may exercise the Warrants at any time on or before May 26,
2005, unless extended by the Company. The Warrants are callable and
cancelable at a cancellation price of $.10 per share of Common Stock
purchasable upon exercise of the Warrants. If the Company calls the
Warrants for cancellation, holders may exercise the Warrants at any
time prior to the close of business on the business day preceding the
date fixed for cancellation.
The Warrant holders do not have any rights (including voting rights,
rights to receive dividends, or other rights as described below) as a
shareholder of the Company unless or until the holder exercises the
Warrants.
A. Voting Rights.
Holders of the Common Stock are entitled to one vote per share on
matters to be voted upon by the shareholders. Shareholders do not have
cumulative voting rights.
B. Dividends.
Holders of the Common Stock are entitled to receive dividends from
available funds if and when declared by the Board of Directors of the
Company and to share dividends equally. The Company does not
anticipate paying any dividends for the foreseeable future and
anticipates that any earnings of the Company will be retained for
expansion purposes. Any future dividends will depend upon such factors
as the Company's future earnings, its operating and financial
conditions, its capital requirements and general business conditions.
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C. Other Rights.
Holders of the Common Stock are entitled to share ratably in the
assets of the Company legally available for distribution to
shareholders in the event of liquidation, dilution or winding up of
the Company. Holders of the Common Stock have no pre-emptive,
subscription, redemption or conversion rights.
ITEM 2. EXHIBITS.
The following is a list of all exhibits filed as part of this
registration statement:
Exhibit 1. Form of the Registrant's Certificate of Incorporation. (1)
Exhibit 2. Form of the Registrant's Bylaws. (1)
Exhibit 3. Specimen of stock certificate representing the securities
registered hereunder. (1)
Exhibit 4. Specimen of common stock purchase warrant representing the
right to purchase the securities registered hereunder. (2)
(1) Filed as an exhibit to the Company's Registration Statement on
Form 8-A filed on September 10, 1999.
(2) Filed as an exhibit to the Company's Registration Statement on
Form SB-2 (No. 333-34294) filed on April 7, 2000, and as amended
on May 8, 2000.
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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 its behalf by the undersigned, thereto duly authorized.
Dated: June 6, 2000
COLLEGIATE PACIFIC INC.
By: /s/ MICHAEL J. BLUMENFELD
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Michael J. Blumenfeld
Chairman, President and Chief Executive
Officer
