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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CB Commercial Real Estate Services Group, Inc.
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(Exact name of registrant as specified
in its charter)
Delaware 52-1616016
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
533 South Fremont Avenue, Los Angeles, CA 90071-1798
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant 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 pursuant to General
Instruction A.(c)(2), please check the following box. []
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, .01 par value
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(Title of Class)
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Item 1. Description of Registrant's Securities to be
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Registered.
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In response to this item, attached hereto as Exhibit 4.1 is the description
of the Common Stock, $.01 par value per share (the "Common Stock"), of CB
Commercial Real Estate Services Group, Inc. (the "Registrant") contained under
the caption "Description of Capital Stock - Common Stock" in Registrant's
Registration Statement on Form S-1 (the "Registration Statement") (File No.
333-12757) as amended by Amendment No. 3 thereto, dated November 25, 1996.
Item 2. Exhibit.
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The following exhibit is filed as a part of this amendment to Registration
Statement:
4.1 Description of the Registrant's Common Stock contained under the
caption "Description of Capital Stock - Common Stock" in Registrant's
Registration Statement on Form S-1, as amended by Amendment No. 3
thereto, dated November 25, 1996.
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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: December 13, 1996.
CB COMMERCIAL REAL ESTATE SERVICES
GROUP, INC.
By /s/ WALTER V. STAFFORD
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Walter V. Stafford
Senior Executive Vice
President and General Counsel
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EXHIBIT 4.1
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DESCRIPTION OF CAPITAL STOCK
The following summary is a description of certain provisions of the
Company's Certificate of Incorporation and Bylaws that will be in effect upon
the completion of the Recapitalization, which will occur concurrently with the
closing of the Offering. Such summary does not purport to be complete, and is
qualified in its entirety by all of the provisions of the Certificate of
Incorporation and Bylaws. Copies of the Certificate of Incorporation and Bylaws
are filed as exhibits to the Registration Statement of which this Prospectus
forms a part. Upon the closing of the Offering, the authorized capital stock of
the Company, after giving effect to the Recapitalization, will consist of
100,000,000 shares of Common Stock, $.01 par value ("Common Stock"), and
8,000,000 shares of preferred stock, $.01 par value ("Preferred Stock").
Common Stock
Assuming the completion of the Recapitalization and the conversion of the
Class C-1 common stock, as of September 30, 1996, there were 8,911,091 shares of
Common Stock outstanding. The holders of Common Stock are entitled to one vote
for each share held of record on all matters submitted to a vote of the
stockholders, including the election of directors, and do not have cumulative
voting rights. Accordingly, the holders of shares of Common Stock and Preferred
Stock with a majority of the votes entitled to vote in any election of directors
can elect all of the directors standing for election, if they so choose. Subject
to preferences that may be applicable to any then outstanding Preferred Stock,
holders of Common Stock are entitled to receive ratably such dividends, if any,
as may be declared by the Board of Directors out of funds legally available
therefor. See "Dividend Policy." Upon a liquidation, dissolution or winding up
of the Company, subject to the payment of any amounts which holders of Preferred
Stock are entitled to receive in preference to holders of Common Stock, to the
extent any assets of the Company remain available for distribution to
stockholders, the holders of Common Stock and Preferred Stock are entitled to
receive $10.00 per share, reduced by any prior payments to such holder in
connection with any liquidation, dissolution or winding up of the Company (not
including accrued and unpaid dividends and accrued interest thereon). The
holders of Common Stock will be entitled to share in the remaining assets of the
Company legally available for distribution. Holders of Common Stock have no
preemptive or conversion rights or other subscription rights and there are no
redemption or sinking funds provisions applicable to the Common Stock. All
outstanding shares of Common Stock are, and the shares of Common Stock to be
outstanding upon completion of the Offering will be, fully paid and
nonassessable.
