|
|
|
|
|
|
|
|
|
|
Previous: MILESTONE SCIENTIFIC INC/NJ, 8-A12B, 1999-11-24 |
Next: HANCOCK JOHN CALIFORNIA TAX FREE INCOME FUND, 24F-2NT, 1999-11-24 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
ICF KAISER INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 541437073
- --------------------------------------- ------------------------------------
(State or Incorporation or Organization (I.R.S. Employer Identification No.)
9300 Lee Highway, Fairfax, Virginia 22031
-------------------------
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class On which each class is
To be so registered To be registered
Convertible Redeemable Preferred Stock, New York Stock Exchange
$.01 par value per share
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), please 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), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-82643
Securities to be registered pursuant to Section 12(g) of the Act:
None
----
- --------------------------------------------------------------------------------
(Title of Class)
- 1 -
<PAGE>
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
A description of the Convertible Redeemable Preferred Stock, $.01 par value
per share of ICF Kaiser International, Inc. (the "Company") satisfying the
requirements of Item 202 of Regulation S-K is incorporated into this
Registration Statement by reference to the description set forth under
"Description of Convertible Preferred Stock" in the Company's registration
statement on Form S-4 (File No. 333-82643) that was declared effective on
October 1, 1999.
- 2 -
<PAGE>
Item 2. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
1 Restated Certificate of Incorporation of ICF Kaiser
Inc. (restated through June 26, 1993) (Incorporated
by reference to Exhibit No. 3(a) to Quarterly Report
on Form 10-Q (Registrant No. 1-12248) for the second
quarter of fiscal 1994 filed with the Commission on
October 15, 1993)
2 Amended and Restated By-laws of ICF Kaiser
International, Inc. (as amended through June 23,
1995) (Incorporated by reference to Exhibit No. 3(b)
to Quarterly Report on Form 10-Q (Registrant No.
1-12248) for the second quarter of fiscal 1995 filed
with the Commission on October 13, 1995)
3 Indenture dated as of January 11, 1994, between ICF
Kaiser International, Inc. and The Bank of New York,
as Trustee (Incorporated by reference to Exhibit No.
4(a) to Quarterly Report on Form 10-Q (Registrant No.
1-12248) for the third quarter of fiscal 1994 filed
with the Commission on January 14, 1994)
4(a) First Supplemental Indenture dated as of February 17,
1995 (Incorporated by reference to Exhibit No.
4(a)(1) to Annual Report on Form 10-K (Registrant No.
1-12248) for fiscal year 1995 filed with the
Commission on May 23, 1995)
4(b) Second Supplemental Indenture dated September 1, 1995
(Incorporated by reference to Exhibit No. 4(a)(2) to
Registration Statement on Form S-1 Registration No.
33-64655 filed with the Commission on November 30,
1995)
4(c) Third Supplemental Indenture dated October 20, 1995
(Incorporated by reference to Exhibit No. 4(a)(3) to
Registration Statement on Form S-1 Registration No.
33-64655 filed with the Commission on November 30,
1995)
4(d) Fourth Supplemental Indenture dated as of March 8,
1996 (Incorporated by reference to Exhibit No.
4(a)(4) to Transition Report on Form 10-K (Registrant
No. 1-12248) for the transition period from March 1,
1995 to December 31, 1995 filed with the Commission
on March 29, 1996)
4(e) Fifth Supplemental Indenture dated as of June 24,
1996 (Incorporated by reference to Exhibit No.
4(a)(5) to Registration Statement on Form S-1
</TABLE>
- 3 -
<PAGE>
<TABLE>
<S> <C> <C>
Registration No. 333-16937 filed with the Commission
on November 27, 1996)
4(f) Sixth Supplemental Indenture dated as of December 3,
1997 (Incorporated by reference to Exhibit No.
4(a)(6) to Annual Report on Form 10-K (Registrant No.
1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
4(g) Seventh Supplemental Indenture dated as of August 13,
1998 (Incorporated by reference to Exhibit No.
4(a)(7) to Quarterly Report on Form 10-Q (Registrant
No. 1-12248) for the third quarter of fiscal 1997
filed with the Commission on November 16, 1998)
4(h) Eighth Supplemental Indenture dated as of April 9,
1999 (Incorporated by reference to Exhibit No.
4(a)(8) to Quarterly Report on Form 10-Q (Registrant
No. 1-12248) for the first quarter of fiscal 1999
filed with the Commission on May 17, 1999)
4(i) Ninth Supplemental Indenture dated as of June 25,
1999 (Incorporated by reference to Exhibit No.
4(a)(9) to Amendment No. 3 to Registration Statement
on Form S-4 Registration No. 333-82643 filed with the
Commission on October 1, 1999)
4(j) Form on Tenth Supplemental Indenture with respect to
the 12% Senior Subordinated Notes due 2003
(Incorporated by reference to Exhibit No. 4(a)(10) to
Registration Statement on Form S-4 Registration No.
333-82643 filed with the Commission on October 1,
1999)
5 Form of 12% Senior Subordinated Note due 2003
(Incorporated by reference to Exhibit No. 4(b) to
Quarterly Report on Form 10-Q (Registrant No.
1-12248) for the third quarter of fiscal 1994 filed
with the Commission on January 14, 1994)
6 Rights Agreement, dated as of January 13, 1992,
between ICF Kaiser International, Inc. and Office of
the Secretary, ICF Kaiser International, Inc. as
Rights Agent, including (1) Form of Certificate of
Designations of Series 4 Junior Preferred Stock; (2)
Form of Rights Certificate; and (3) Summary of Rights
to Purchase Preferred Stock (Incorporated by
reference to Exhibit No. 4(h) to Quarterly Report on
Form 10-Q (Registrant No. 0-18025) for the third
quarter of fiscal 1992 filed with the Commission on
January 14, 1992)
7 Warrant Agreement dated as of December 23, 1996,
between ICF Kaiser International, Inc. and The Bank
</TABLE>
- 4 -
<PAGE>
<TABLE>
<S> <C> <C>
of New York, as Warrant Agent (Incorporated by
reference to Exhibit No. 4(j) to Registration
Statement on Form S-1 Registration No. 333-19519
filed with the Commission on January 10, 1997)
8 Form of Warrant expiring December 31, 1999 issued
under Warrant Agreement dated as of December 23, 1996
(Incorporated by reference to Exhibit No. 4(k) to
Registration Statement on Form S-1 Registration No.
333-19519 filed with the Commission on January 10,
1997)
9 Form of Certificate of Designation regarding
Redeemable Convertible Preferred Stock (Incorporated
by reference to Exhibit No. 4(h) to Amendment No. 3
to Registration Statement on Form S-4 Registration
No. 333-82643 filed with the Commission on October 1,
1999)
10 Form of Indenture regarding 12% Senior Notes due 2002
(Incorporated by reference to Exhibit No. 4(j) to
Amendment No. 3 to Registration Statement on Form S-4
Registration No. 333-82643 filed with the Commission
on October 1, 1999)
</TABLE>
SIGNATURE
Pursuant to be 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.
<TABLE>
<S> <C>
ICF KAISER INTERNATIONAL, INC.
Date: November 24, 1999 By: /s/ Timothy P. O'Connor
-------------------------------------------
Name: Timothy P. O'Connor
-------------------------------------------
Title: Executive Vice President, Chief Financial
-------------------------------------------
Officer and Chief Administrative Officer
-------------------------------------------
</TABLE>
- 5 -
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
1 Restated Certificate of Incorporation of ICF Kaiser
Inc. (restated through June 26, 1993) (Incorporated
by reference to Exhibit No. 3(a) to Quarterly Report
on Form 10-Q (Registrant No. 1-12248) for the second
quarter of fiscal 1994 filed with the Commission on
October 15, 1993)
2 Amended and Restated By-laws of ICF Kaiser
International, Inc. (as amended through June 23,
1995) (Incorporated by reference to Exhibit No. 3(b)
to Quarterly Report on Form 10-Q (Registrant No.
1-12248) for the second quarter of fiscal 1995 filed
with the Commission on October 13, 1995)
3 Indenture dated as of January 11, 1994, between ICF
Kaiser International, Inc. and The Bank of New York,
as Trustee (Incorporated by reference to Exhibit No.
4(a) to Quarterly Report on Form 10-Q (Registrant No.
1-12248) for the third quarter of fiscal 1994 filed
with the Commission on January 14, 1994)
4(a) First Supplemental Indenture dated as of February 17,
1995 (Incorporated by reference to Exhibit No.
4(a)(1) to Annual Report on Form 10-K (Registrant No.
1-12248) for fiscal year 1995 filed with the
Commission on May 23, 1995)
4(b) Second Supplemental Indenture dated September 1, 1995
(Incorporated by reference to Exhibit No. 4(a)(2) to
Registration Statement on Form S-1 Registration No.
33-64655 filed with the Commission on November 30,
1995)
4(c) Third Supplemental Indenture dated October 20, 1995
(Incorporated by reference to Exhibit No. 4(a)(3) to
Registration Statement on Form S-1 Registration No.
33-64655 filed with the Commission on November 30,
1995)
4(d) Fourth Supplemental Indenture dated as of March 8,
1996 (Incorporated by reference to Exhibit No.
4(a)(4) to Transition Report on Form 10-K (Registrant
No. 1-12248) for the transition period from March 1,
1995 to December 31, 1995 filed with the Commission
on March 29, 1996)
4(e) Fifth Supplemental Indenture dated as of June 24,
1996 (Incorporated by reference to Exhibit No.
4(a)(5) to Registration Statement on Form S-1
Registration No. 333-16937 filed with the
</TABLE>
- 6 -
<PAGE>
<TABLE>
<S> <C> <C>
Commission on November 27, 1996)
4(f) Sixth Supplemental Indenture dated as of December 3,
1997 (Incorporated by reference to Exhibit No.
4(a)(6) to Annual Report on Form 10-K (Registrant No.
1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
4(g) Seventh Supplemental Indenture dated as of August 13,
1998 (Incorporated by reference to Exhibit No.
4(a)(7) to Quarterly Report on Form 10-Q (Registrant
No. 1-12248) for the third quarter of fiscal 1997
filed with the Commission on November 16, 1998)
4(h) Eighth Supplemental Indenture dated as of April 9,
1999 (Incorporated by reference to Exhibit No.
4(a)(8) to Quarterly Report on Form 10-Q (Registrant
No. 1-12248) for the first quarter of fiscal 1999
filed with the Commission on May 17, 1999)
4(i) Ninth Supplemental Indenture dated as of June 25,
1999 (Incorporated by reference to Exhibit No.
4(a)(9) to Amendment No. 3 to Registration Statement
on Form S-4 Registration No. 333-82643 filed with the
Commission on October 1, 1999)
4(j) Form on Tenth Supplemental Indenture with respect to
the 12% Senior Subordinated Notes due 2003
(Incorporated by reference to Exhibit No. 4(a)(10) to
Registration Statement on Form S-4 Registration No.
333-82643 filed with the Commission on October 1,
1999)
5 Form of 12% Senior Subordinated Note due 2003
(Incorporated by reference to Exhibit No. 4(b) to
Quarterly Report on Form 10-Q (Registrant No.
1-12248) for the third quarter of fiscal 1994 filed
with the Commission on January 14, 1994)
6 Rights Agreement, dated as of January 13, 1992,
between ICF Kaiser International, Inc. and Office of
the Secretary, ICF Kaiser International, Inc. as
Rights Agent, including (1) Form of Certificate of
Designations of Series 4 Junior Preferred Stock; (2)
Form of Rights Certificate; and (3) Summary of Rights
to Purchase Preferred Stock (Incorporated by
reference to Exhibit No. 4(h) to Quarterly Report on
Form 10-Q (Registrant No. 0-18025) for the third
quarter of fiscal 1992 filed with the Commission on
January 14, 1992)
7 Warrant Agreement dated as of December 23, 1996,
between ICF Kaiser International, Inc. and The Bank
of New York, as Warrant Agent (Incorporated by
</TABLE>
- 7 -
<PAGE>
<TABLE>
<S> <C> <C>
reference to Exhibit No. 4(j) to Registration
Statement on Form S-1 Registration No. 333-19519
filed with the Commission on January 10, 1997)
8 Form of Warrant expiring December 31, 1999 issued
under Warrant Agreement dated as of December 23, 1996
(Incorporated by reference to Exhibit No. 4(k) to
Registration Statement on Form S-1 Registration No.
333-19519 filed with the Commission on January 10,
1997)
9 Form of Certificate of Designation regarding
Redeemable Convertible Preferred Stock (Incorporated
by reference to Exhibit No. 4(h) to Amendment No. 3
to Registration Statement on Form S-4 Registration
No. 333-82643 filed with the Commission on October 1,
1999)
10 Form of Indenture regarding 12% Senior Notes due 2002
(Incorporated by reference to Exhibit No. 4(j) to
Amendment No. 3 to Registration Statement on Form S-4
Registration No. 333-82643 filed with the Commission
on October 1, 1999)
</TABLE>
- 8 -
|
|