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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1996
FILE NO. 0-19335
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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BMC WEST CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3050454
(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
1475 TYRELL LANE, BOISE, IDAHO 95113
(Address of principal executive offices) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. / / 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(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Not Applicable Not Applicable
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
STOCK PURCHASE RIGHTS
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(TITLE OF CLASS)
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BMC WEST CORPORATION
INFORMATION REQUIRED IN REGISTRATION STATEMENT
BMC West Corporation, a Delaware corporation (the "Registrant"), hereby
amends its Registration Statement on Form 8-A (File No. 0-19335), filed with the
Securities and Exchange Commission on August 3, 1993.
The purpose of this Amendment is to file as an exhibit to this Registration
Statement the Certificate of Designation of Series C Junior Participating
Cumulative Preferred Stock of BMC West Corporation (Number Two), as filed with
the Secretary of State of Delaware on June 10, 1996. The Certificate of
Designation authorized an additional 50,000 shares of Series C Junior
Participating Cumulative Preferred Stock ("Series C Stock"), thereby increasing
the total number of authorized shares of Series C Stock to 150,000.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Not applicable.
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
1.1 Form of Rights Agreement, dated as of August 3, 1993, by and between
the Company and American Stock Transfer and Trust Company, as Rights Agent,
with exhibits (previously filed with the original Form 8-A).
1.2 Certificate of Designation of Series C Junior Participating Cumulative
Preferred Stock of BMC West Corporation (Number Two), as filed with the
Secretary of State of Delaware on June 10, 1996.
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.
BMC WEST CORPORATION
By: /s/ ELLIS C. GOEBEL
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Name: Ellis C. Goebel
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Date: June 13, 1996 Title: Vice President
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CERTIFICATE OF DESIGNATION
OF
SERIES C JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK
OF
BMC WEST CORPORATION
(NUMBER TWO)
Pursuant to Section 151 of the General Corporation
Law of the State of Delaware
We, Ellis C. Goebel, Vice President, and Paul S. Street, Secretary, of
BMC West Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation of the Corporation, as amended to date, the
Board of Directors on April 30, 1996, adopted the following resolutions creating
an additional Fifty Thousand (50,000) shares of Series C Junior Participating
Cumulative Preferred Stock ("Series C Preferred Stock"), par value $.001 per
share, none of which shares has been issued, thereby increasing the total number
of authorized shares of Series C Preferred Stock to One Hundred Fifty Thousand
(150,000) shares:
RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, as amended to date, an additional Fifty Thousand
(50,000) shares of Series C Preferred Stock be, and it hereby is, created,
thereby increasing the total number of authorized shares of Series C Preferred
Stock to One Hundred Fifty Thousand (150,000) shares; and
RESOLVED, that the voting powers, preferences and other rights of the
additional Fifty Thousand (50,000) shares of Series C Preferred Stock hereby
created, and the qualifications, limitations or restrictions thereof, shall be,
and hereby are, the same as those applicable to the One Hundred Thousand
(100,000) shares of Series C Preferred Stock, designated in the initial
Certificate of Designation, as filed by this Corporation with the Delaware
Secretary of State on August 3, 1993.
Section 1. DESIGNATION AND AMOUNT CREATED. The shares hereby created
shall be designated as Series C Junior Participating Cumulative Preferred Stock
("Series C Preferred Stock"), and the number of shares hereby created shall be
Fifty Thousand (50,000), thereby increasing the total number of authorized
shares of Series C Preferred Stock to One Hundred Fifty Thousand (150,000)
shares.
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Section 2. INCORPORATION OF TERMS AND CONDITIONS. The voting powers,
preferences and relative, participating, optional and other special rights of
the additional Fifty Thousand (50,000) shares of Series C Preferred Stock hereby
created, and the qualifications, limitations or restrictions thereof, shall be,
and hereby are, the same as those applicable to the One Hundred Thousand
(100,000) shares of Series C Preferred Stock designated in the initial
Certificate of Designation, as filed by this Corporation with the Delaware
Secretary of State on August 3, 1993.
IN WITNESS WHEREOF, we have executed and subscribed this Certificate
of Designation (Number Two), and do affirm the foregoing as true under the
penalties of perjury this 10th day of June, 1996 at Boise, Idaho.
/S/ ELLIS C. GOEBEL
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Ellis C. Goebel
Vice President & Treasurer
Attest:
/S/ PAUL S. STREET
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Paul S. Street
Secretary
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