SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-A
Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934
TREMONT ADVISERS, INC.
(Name of small business issuer in its charter)
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<S> <C>
Delaware 06-1210532
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
555 Theodore Fremd Avenue, Rye, New York 10580
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to
of the Exchange Act and is effective Section 12(g) of the Exchange Act and is
pursuant to General Instruction A.(c), please effective pursuant to General Instruction
check the following box. [ ] A.(d), please check the following box. [X]
Securities Act registration statement file numbers to which this form relates: 33-81438
33-89966
(If applicable)
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
None Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Class B Common Stock
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Voting Rights: The holders of the Tremont Advisers, Inc. (the "Company")
Class B Common Stock, $.01 par value per share, are entitled to one vote for
each share held of record.
Liquidation Rights: Upon liquidation, dissolution or winding up of the
Company, before any distribution in respect of the Class B Common Stock, the
holders of the Company's Class A Common Stock are entitled to receive an amount
equal to the aggregate liquidation preference of $0.40 per share. The holders of
the Class B Common Stock are then entitled to receive $0.40 per share. The
remaining assets of the Company shall then distributed in equal amounts per
share.
Pre-Emptive Rights: Neither the holders of Class A Common Stock nor the
holders of Class B Common Stock have any pre-emptive rights.
Dividend Rights: Following the preferences distribution of dividends to
holders of the outstanding shares of Preferred Stock, the record holders of
shares of Class A Common Stock and Class B Common Stock are entitled to receive
such dividends and distributions, payable in cash or otherwise, as may be
declared thereon by the Board of Directors from time to time out of the assets
or funds of the Corporation legally available therefor; provided, however, that
no such dividend or distribution shall be delcared or paid unless the holders of
both classes receive the same per share dividend, payable in the same amount and
type of consideration, as if such classes constituted a single class, except
that in the event that any dividend is declared that is payable in shares of
Class A Common Stock or Class B Common Stock, such dividend shall be declared
and paid at the same rate per share with respect to the Class A Common Stock and
the Class B Common Stock, and the dividends payable on the shares of the Class A
Common Stock shall be payable only in shares of Class A Common Stock and the
dividend payable on the shares of Class B Common Stock shall be payable only in
shares of Class B Common Stock.
Exhibits
3.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to the Company's
Registration Statement on Form S-1 filed with the
Commission on December 16, 1991)
3.3 Amendment to the Certificate of Incorporation
of the Company, dated December 23, 1993 (incorporated
herein by reference to the Company's Form 10-K filed
with the Commission on March 29, 1994)
3.4 Amendment to the Certificate of Incorporation of
the Company (incorporated herein by reference to the
Company's Form 10-KSB filed with the Commission on
March 19, 1999)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
TREMONT ADVISERS, INC.
(Registrant)
By: /s/ Stephen T. Clayton
-----------------------
Stephen T. Clayton
Chief Financial Officer
Dated: August 18, 1999
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EXHIBIT INDEX
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Page No.
3.1 Restated Certificate of Incorporation of the Company - -
(incorporated herein by reference to the Company's
Registration Statement on Form S-1 filed with the
Commission on December 16, 1991)
3.3 Amendment to the Certificate of Incorporation - -
of the Company, dated December 23, 1993 (incorporated
herein by reference to the Company's Form 10-K filed
with the Commission on March 29, 1994)
3.4 Amendment to the Certificate of Incorporation of - -
the Company (incorporated herein by reference to the
Company's Form 10-KSB filed with the Commission on
March 19, 1999)
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