FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PENN-AMERICA GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2180139
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
420 S. York Road, Hatboro, Pennsylvania 19040
(Address of principal executive offices) (Zip Code)
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
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Common Stock $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered
The title of the stock to be registered is Common Stock $.01
par value per share (the "Common Stock"), of Penn-America Group, Inc., a
Pennsylvania corporation (the "Registrant"). A description of the securities
registered hereby is included in the "Description of Capital Stock" section of
the Final Prospectus filed pursuant to Section 424(b) of the Securities Act
filed as part of the Registrant's Registration Statement on Form S-1, Commission
File No. 333-28989 which shall be deemed to be incorporated herein by reference.
Item 2. Exhibits
The securities described herein are to be registered with the
New York Stock Exchange, on which no other securities of the Registrant are
registered. Pursuant to Part II of the Instructions as to Exhibits on Form 8-A,
the following exhibits have been filed with each copy of this Registration
Statement being filed with the New York Stock Exchange:
1. Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 filed with the
Commission on March 27, 1998.
2. Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998 filed with the
Commission on May 13, 1998.
3. Registrant's definitive Proxy Statement filed
April 21, 1998
4.1 Articles of Incorporation of the Registrant.
4.2 Bylaws of the Registrant.
5. Copy of specimen of the Registrant's Common Stock.
6. Registrant's 1997 Annual Report to Shareholders.
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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 registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
PENN-AMERICA GROUP, INC.
Dated: July __ 1998 By: /s/ Jon S. Saltzman
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Jon S. Saltzman
President and
Chief Executive Officer
By: /s/ Rosemary R. Ferrero
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Rosemary R. Ferrero
Principal Finance and
Accounting Officer
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DESCRIPTION OF CAPITAL STOCK
As of June 12, 1997, the authorized capital stock of the Company
increased from 10,000,000 to 20,000,000 shares of Common Stock. The Company has
authorized 2,000,000 shares of Preferred Stock, as described below. No shares of
Preferred Stock are outstanding.
Common Stock
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to vote of stockholders and do not have cumulative voting
rights. Accordingly, a holder of a majority of the outstanding shares of Common
Stock entitled to vote in any election of Directors may elect all the Directors
standing for election. 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. Upon the liquidation, dissolution or winding
up of the Company, holders of Common Stock are entitled to receive ratably the
net assets of the Company available for distribution after the payment of all
debts and other liabilities of the Company, subject to prior and superior rights
of the Preferred Stock. Holder of Common Stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of Common Stock are, and
the shares offered hereby when issued and paid for will be, fully paid and
nonassessable.
Preferred Stock
No shares of Preferred Stock have been issued and the Company does not
presently contemplate the issuance of such shares. The Board of Directors is
empowered by the Company's Articles of Incorporation to designate and issue from
time to time one or more classes or series of Preferred Stock without any action
of the stockholders. The Board of Directors may fix and determine the relative
rights, preferences and limitations of each class or series so authorized.
The issuance of, or the ability to issue, the Preferred Stock could
adversely affect the voting power and other rights of the holders of the Common
Stock or could have the effect of decreasing the market price of the Common
Stock or of discouraging or making difficult any attempt by a person or group to
obtain control of the Company, including any attempt involving a bid for the
Common Stock at a premium over the then market price.
Certain Corporate Anti-Takeover Provisions
The Company's Articles of Incorporation and Bylaws contain a number of
provisions relating to corporate governance and the rights of stockholders.
Certain of these provisions may be deemed to have a potential "anti-takeover"
effect in that such provisions may delay, defer or prevent a change of control
of the Company. These provisions include (i) the authority of the Board of
Directors to issue series of Preferred Stock with such voting rights and other
powers as the Board of Directors may determine and (ii) notice requirements in
the Bylaws relating to nominations to the Board of Directors and to the raising
of business matters at stockholders' meetings. For nominations or other business
to be properly brought before an annual meeting of stockholders by a
stockholder, the Company's Bylaws require such stockholder to deliver a notice
to the Secretary, absent specified circumstances, not less than 60 days nor more
than 90 days prior to the first anniversary of the preceding year's annual
meeting.
In addition, the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), provides that directors may, in discharging their duties,
consider the interest of a number of different constituencies, including
stockholders, employees, suppliers, customers, creditors and the community in
which the Company is located. Directors are not required to consider the
interest of the stockholders to a greater degree than other constituencies'
interest. The BCL expressly provides that directors do not violate their
fiduciary duties solely by relying on poison pills or the anti-takeover
provisions of the BCL.
The BCL also contains several other anti-takeover provisions identified
below that will not be applicable to the Company because the BCL allows
corporations to elect, and the Company has elected, not to be subject to these
anti-takeover provisions. They are (i) the "controlled transactions" provisions,
which permit stockholders in certain change of control transactions to demand
payment from a new 20% stockholder of the fair market value of the demanding
stockholders' shares, (ii) the "business combination" provisions, which
prohibit, subject to certain exceptions, a business combination with a
stockholder or group of stockholders beneficially owning more than 20% of the
voting power of a public corporation, for a 5-year period following the date on
which the holder obtains the 20% ownership, (iii) the "control shares"
provision, which limits the voting power of stockholders acquiring more than
20%, 33% and/or 50% of a corporation's voting securities, and (iv) the
"disgorgement" provision, which permits a corporation to recover profits
resulting from a sale of shares by a stockholder, under certain circumstances,
after the stockholder has acquired or expressed and intent to acquire at least
20% of the corporation's voting shares. The Company, by making the above
election, has opted not to take advantage of certain provisions which are
intended to limit the possibility of a takeover of the Company.
Transfer Agent and Registrar
The transfer agent and registrar for the Company's Common Stock is First
Union National Bank
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Exhibit index
Exhibit Page
5. Copy of specimen of the Registrant's Common Stock 7
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<PAGE>
TEMPORARY CERTIFICATE- EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE WHEN
READY FOR DELIVERY
PENN-AMERICA GROUP, INC.
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
This certificate is transferable in Charlotte, NC and New York, NY
COMMON STOCK
CUSIP 707247 10 2
See reverse for
certain definitions
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF
PENN-AMERICA GROUP
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. The shares represented by this certificate are issued and held
subject to all of the restrictions, conditions and provisions set forth in the
Articles of Incorporation of the Corporation, to all of which the holder hereof
agrees by acceptance of this certificate.
This certificate is not valid until coutersigned and registered by the
Transfer Agent and registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated: Penn-America group, Inc
Corporate Seal
1993
Pennsylvania
/s/ Rosemary Ferrero /s/ Jon S. Saltzman
Secretary President and Chief
Executive Officer
Countersigned and registered
First Union Bank
Charlotte , NC
Transfer Agent and regristrar
American Bank Note Company Production coordinator:David Sokoloff:215-830-2197
680 Blair Mill Road Proof of July 10, 1998
Horsham. PA 19044 PENN-AMER
(215) 657-3840 H 57736patch
Sales: C. Sharkey: 302-731-7088 Operator HJ
/net/banknote/zip patch/PennAmer57736 New
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PENN-AMERICA GROUP, INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY SHAREHOLDER WHO SO REQUESTS
A FULL STATEMENT OF THE AUTHORIZED CAPITAL STOCK AND OF ALL DESIGNATIONS, VOTING
RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS
OR SERIES OF THE CAPITAL STOCK AUTHORIZED TO BE ISSUED SO FAR AS THEY HAVE BEEN
FIXED AND DETERMINED, AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND
DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL
RIGHTS OF THE CLASSES AND SERIES OF SHARES OF THE CORPORATION.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR
DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of
survivorship and not as tenants
in common
UNIF TRANS MIN ACT -___________ Custodian _______
(Cust) (Minor)
Under Uniform Transfers to Minors
Act ____________
(state)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED ________________ HEREBY SELL, ASSIGN, AND TRANSFER UNTO
__________PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
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____________________________________________________________________shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________Attorney to transfer the
said stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated:_________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OF ANY CHANGE WHATEVER.
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH
MEMBERSHIP IN AN AP. PROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17Ad 15.
