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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
Boots & Coots International Well Control, Inc.
(Exact name of Registrant as specified in charter)
DELAWARE 11-2908692
(State of Incorporation or organization) (IRS Employer Identification No.)
5151 SAN FELIPE, SUITE 450
HOUSTON, TEXAS, 77056
(713) 621-7911
(Address, including zip code, and
telephone number, including area code,
of Registrant's principal place of business)
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 AMERICAN STOCK
$0.00001 PAR VALUE PER SHARE EXCHANGE
If this Form relates to the registration of a class of debt securities and is
effective upon filing purusant to General Instruction A.(c)(1), please check the
following box.
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 purusant to General
Instruction A.(c)(2), please check the following box.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
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ITEM 1. DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED.
A complete description of the $0.00001 par value Common Stock of the
Registrant to be registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934 is included in the Form S-8 Registration Statement of the Registrant
(Commission File Number 33-35207) which is incorporated herein by reference
pursuant to Rule 12b-32 promulgated under the Exchange Act.
ITEM 2. EXHIBITS.
I. 3.2 Amended and Restated Certificate of Incorporation of Havenwood
Ventures, Inc dated July 24, 1997. Previously filed as Exhibit 3.2 to
Current Report on Form 8-K filed with the Commission on August 13, 1997.
3.3 July 31, 1997 Amendment to the Certificate of Incorporation of Boots &
Coots International Well Control, Inc., formerly Havenwood Ventures, Inc.
Previously filed as Exhibit 3.3 to Current Report on Form 8-K filed
with the Commission on August 13, 1997.
3.4 Amended By-laws of Boots & Coots International Well Control, Inc.
Previously filed as Exhibit 3.4 to Current Report on Form 8-K filed with
the Commission on August 13, 1997.
3.5 December 8, 1997 Amendment to the Certificate of Incorporation of Boots
& Coots International Well Control, Inc.
4.1 Specimen Certificate for $.00001 par value common stock. Previously filed
as Exhibit 4.1 to Current Report on Form 8-K filed with the Commission on
August 13, 1997.
II. 1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. Not Applicable.
5. Not Applicable.
6. Not Applicable.
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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, thereunto duly authorized.
January 21, 1998
Boots & Coots International
Well Control, Inc.
By: /s/ Brian Krause
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Brian Krause, President
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EXHIBIT 3.5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
* * * * * *
Boots & Coots International Well Control, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Boots & Coots International Well
Control, Inc., at a meeting duly called and held on November 12, 1997, duly
adopted resolutions setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment is as follows to
replace Article V, subsection (c) of the Certificate of Incorporation in its
entirety:
(c) At any annual or special meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting in
accordance with this Article V. To be properly brought before an annual
meeting business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought before the meeting by or at the direction of
the Board of Directors, or (c) otherwise properly brought before the meeting
by a stockholder. For business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor
more than 90 days prior to the meeting; provided; however, that in the event
that less than 70 days' prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which public disclosure of the date of the annual
meeting was made. A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Corporation's
books, of the stockholder proposing such business, (c) the number of shares
of the Corporation which are beneficially owned by the stockholder, and (d)
any material interest of the stockholder in such business. To be properly
brought before a special meeting of stockholders, business must have been
specified in the notice of meeting (or supplement thereto) given by or at
the direction of the Board of Directors. Notwithstanding anything in the By-
Laws to the contrary, no business shall be conducted at any annual or
special meeting except in accordance with the procedures set forth in this
Article V. The
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Chairman of the annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Article V, and if he
should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
SECOND: That a meeting and vote of stockholders, was duly called,
noticed and held on December 8, 1997 and at such meeting amendment was duly
adopted by the holders of a majority of the issued and outstanding Common Stock
in accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware. This Certificate of Amendment of Certificate of
Incorporation shall be effective upon its filing date.
IN WITNESS WHEREOF, said Boots & Coots International Well Control,
Inc., has caused this certificate to be signed by Larry Ramming, its Chief
Executive Officer, this 8th day of December, 1997.
Boots & Coots International Well Control, Inc.,
By: /s/ Brian Krause
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Brian Krause, President
Subscribed and sworn to before me this 8th day of December, 1997.
Shirley Pearce
Notary Public in and for
Harris County, State of Texas
