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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
Southwestern Life Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3543540
(State of incorporation) (I.R.S. Employer
c/o Southwestern Financial Services Corporation, Identification No.)
717 North Harwood Street, Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
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. [_]
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.(x)(2), please check the following box. [_]
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is to be effective pursuant to General
Instruction A.(c), check the following box. [_]
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), check the following box. [X]
Securities Act registration statement file number to which this form relates:
_________________________
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 N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
General Matters
The following discussion describes the Registrant's Common Stock, par value
$0.01 per share (the "Common Stock"). The following summary of certain terms of
the Common Stock describes all material terms of, but does not purport to be
complete and is subject to, and qualified in its entirety by, the Registrant's
Amended and Restated Certificate of Incorporation (the "Certificate") and the
Registrant's Amended and Restated Bylaws (the "Bylaws"), in each case that are
included as exhibits to this Registration Statement, and by the provisions of
applicable law.
The Registrant is issuing the Common Stock pursuant to the Plan of
Reorganization of PennCorp Financial Group, Inc. under chapter 11 of the
Bankruptcy Code (the "Plan"). The Plan was confirmed by the Bankruptcy Court for
the District of Delaware on June 5, 2000, and the Plan was consummated on June
13, 2000. Pursuant to the Plan, Common Stock was issued (i) to holders of the
Registrant's existing preferred stock (the "Old Preferred") in exchange for such
Old Preferred on a one-for-one basis, (ii) upon exercise of rights to purchase
Common Stock issued to holders of Old Preferred, and (iii) to other persons
purchasing shares of Common Stock under the Plan. Upon consummation of the Plan,
the Old Preferred and the Registrant's existing common stock was cancelled. At
the time of the consummation of the Plan, the total amount of authorized capital
stock of the Registrant consisted of 20,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), and upon completion of the issuances described above, 9,059,000 shares
of Common Stock are issued and outstanding and no shares of Preferred Stock are
issued and outstanding. Additionally, 415,000 shares of Common Stock have been
reserved for issuance upon exercise of options. In accordance with the Plan, the
Registrant's changed its name to Southwestern Life Holdings, Inc.
The Common Stock
The shares of Common Stock being issued by the Registrant's will be, upon
payment therefor, validly issued, fully paid and nonassessable. Subject to the
prior rights of the holders of any Preferred Stock, the holders of outstanding
shares of Common Stock will be entitled to receive dividends out of assets
legally available therefor at such time and in such amounts as the Board may
from time to time determine. The shares of Common Stock will not be convertible
and the holders thereof will have no preemptive or subscription rights to
purchase any securities of the Company. Upon liquidation, dissolution or winding
up of the Registrant's, the holders of Common Stock will be entitled to receive
pro rata the assets of the Company which are legally available for distribution,
after payment of all debts and other liabilities and subject to the prior rights
of any holders of Preferred Stock then outstanding, if any. Each outstanding
share of Common Stock will be entitled to one vote on all matters submitted to a
vote of shareholders.
The Registrant's has applied for listing of the Common Stock on the Nasdaq
National Market under the symbol "SWLH." The Transfer Agent and Registrar for
the Common Stock is EquiServe.
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Item 2. Exhibits.
3.1 Amended and Restated Certificate of Incorporation of the
Registrant.
3.2 Amended and Restated Bylaws of the Registrant.
4.1 Form of Specimen Stock Certificate for the Common Stock.
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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 of the undersigned, thereto duly authorized.
By: /s/ Steve R. Johnson
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Steve R. Johnson
President and Chief Operating Officer
Date: June 13, 2000
