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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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THE MAXIM GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-2060334
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
210 TOWNPARK DRIVE
KENNESAW, GEORGIA 30144
TELEPHONE: (770) 590-9369
(Address, including zip code, of principal executive offices)
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, $.001 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
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IF 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. [ ]
IF 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.(C)(2), PLEASE CHECK THE FOLLOWING BOX. [ ]
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
GENERAL
The Company is authorized to issue up to 25,000,000 shares of Common
Stock, $.001 par value per share, and up to 1,000,000 shares of preferred stock,
$.001 par value per share (the "Preferred Stock").
COMMON STOCK
Subject to the rights of any holder of Preferred Stock, each holder
of Common Stock is entitled to one vote per share for the election of directors
as well as on other matters, to dividends as and when declared by the Company's
Board of Directors, and upon liquidation to share in the net assets of the
Company pro rata in accordance with his holdings. The Common Stock has no
preemptive, redemption, conversion or subscription rights, and all outstanding
shares of Common Stock are fully paid and nonassessable.
PREFERRED STOCK
The Company is authorized to issue up to 1,000,000 shares of $.001
par value Preferred Stock, none of which is outstanding. The Board of Directors
has the power, without further action by the shareholders, to divide any and all
shares of Preferred Stock into series and to fix and determine the relative
rights and preferences of the Preferred Stock, such as the designation of series
and the number of shares constituting such series, dividend rights, redemption
and sinking fund provisions, liquidating and dissolution preferences, conversion
or exchange rights and voting rights, if any. Issuances of Preferred Stock by
the Board of Directors may result in such shares having senior dividend and/or
liquidation preferences to the holders of shares of Common Stock and may dilute
the voting rights of such holders. Issuances of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could, among other things, adversely affect the voting
rights of holders of the Common Stock. In addition, the issuance of Preferred
Stock could make it more difficult for a third party to acquire a majority of
the outstanding voting stock. Accordingly, the issuance of Preferred Stock may
be used as an "anti-takeover" device without further action on the part of the
shareholders of the Company. No shares of Preferred Stock have been issued and
the Company has no present plans to issue any shares of Preferred Stock.
ANTI-TAKEOVER CONSIDERATIONS
The Company's Certificate of Incorporation, as amended (the
"Certificate of Incorporation") contains provisions requiring supermajority
shareholder approval to effect certain extraordinary corporate transactions
which are not approved by the Board of Directors. The Certificate of
Incorporation requires the affirmative vote or consent of the holders of at
least 75% of the shares of each class of Common Stock of the Company entitled to
vote in elections of directors to approve any merger, consolidation, disposition
of all or a substantial part of the assets of the Company or a subsidiary of the
Company, exchange of securities requiring shareholder approval or liquidation of
the Company ("Covered Transaction"), if any person who together with his
affiliates and associates owns beneficially 5% or more of any voting stock of
the Company ("Interested Person") is a party to the transaction; provided that
75% of the entire Board of Directors of the Company has not approved the
transaction. In addition, the Certificate of Incorporation requires the separate
approval by the holders of a majority of the shares of each class of stock of
the Company entitled to vote in elections of directors which are not
beneficially owned, directly or indirectly, by an Interested Person, of any
merger, consolidation, disposition of all or a substantial part of the assets of
the Company or a subsidiary of the Company, or exchange of securities requiring
shareholder approval ("Business Combination"), if an Interested Person is a
party to such transaction; provided, that such approval is not required if (a)
the consideration to be received by the holders of the stock of the Company
meets certain minimal levels
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determined by a formula under the Certificate of Incorporation (generally the
highest price paid by the Interested Person for any shares which he has
acquired), (b) there has been no reduction in the average dividend rate from
that which was obtained prior to the time the Interested Person became such, and
(c) the consideration to be received by shareholders who are not Interested
Persons shall be paid in cash or in the same form as the Interested Person
previously paid for shares of such class of stock. Finally, the Certificate of
Incorporation allows the Board of Directors in evaluating an "Acquisition
Proposal" (for example, a tender offer) to consider all relevant factors
involved in the proposal and not just the consideration being offered to
shareholders in relation to the then current market price of the Company's
stock. This allows the Board to take into consideration its estimation of the
future value of the Company, as well as other factors it deems relevant. These
Articles of the Company's Certificate of Incorporation may be amended, altered,
or repealed only by the affirmative vote or consent of the holders of at least
75% of the shares of each class of stock of the Company entitled to vote in
elections of directors. The effect of these provisions is to make it more
difficult for a person, entity or group to effect a change in control of the
Company through the acquisition of a large block of the Company's voting stock.
The Company's Certificate of Incorporation contain a number of
additional provisions relating to corporate governance and the rights of
shareholders. 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
classification of the Board of Directors into three classes, each class serving
for staggered three-year terms; (ii) the authority of the Board of Directors to
determine the size of the Board of Directors, subject to certain minimums and
maximums; (iii) the requirement that a member of the Board of Directors may be
removed from office only for cause and only upon the affirmative vote of the
holders of 75% of the voting capital stock of the Company; (iv) the requirement
that vacancies in the Board of Directors may be filled only by the remaining
directors and that directors elected to fill a vacancy on the Board will serve
for the remainder of the full term of the class in which the vacancy occurred;
(v) the requirement that the Article in the Certificate of Incorporation
creating the staggered Board may only be amended by the vote of at least 75% of
the voting capital stock of the Company; (vi) a requirement that special
meetings of shareholders may only be called by a majority of the Board of
Directors; (vii) the elimination of shareholder action by written consent;
(viii) the requirement that the Article in the Certificate of Incorporation
relating to special meetings of the shareholders and action by unanimous consent
of the shareholders may only be amended by the vote of at least 75% of the
voting capital stock of the Company; (ix) 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; (x) the authority of the Board
of Directors to amend the ByLaws without action by shareholders; and (xi) the
requirement that the Article in the Certificate of Incorporation authorizing the
Board to amend the Bylaws may only be amended by a vote of at least 75% of the
voting capital stock of the Company.
INDEMNIFICATION AND LIMITED LIABILITY
Indemnification. The Certificate of Incorporation and By-laws provide
that directors and officers of the Company will be indemnified by the Company to
the fullest extent authorized by Delaware law, as it now exists or may in the
future be amended, against all expenses and liabilities reasonably incurred in
connection with service for or on behalf of the Company.
Limitation of Liability. The Certificate of Incorporation provides
that directors of the Company will not be personally liable for monetary damages
to the Company for certain breaches of their fiduciary duty as directors, unless
they violated their duty of loyalty to the Company or its shareholders, acted in
bad faith, knowingly or intentionally violated the law, authorized illegal
dividends or redemptions or derived an improper personal benefit from their
action as directors. This provision would have no effect on the availability of
equitable remedies or non-monetary relief, such as an injunction or rescission
for breach of the duty of care. In addition, the provision applies only to
claims against a director arising out of his role as a
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director and not in any other capacity (such as an officer or employee of the
Company). Further, liability of a director for violations of the federal
securities laws will not be limited by this provision.
TRANSFER AGENT
As of the date of this Registration Statement, Wachovia Bank of North
Carolina, N.A., Winston-Salem, North Carolina is the Transfer Agent for the
Common Stock.
ITEM 2. EXHIBITS
All exhibits required by Instruction II to Item 2. will be supplied
to the New York Stock Exchange, Inc.
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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.
THE MAXIM GROUP, INC.
By: /s/ Thomas P. Leahey
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Thomas P. Leahey
Executive Vice President, Finance and Treasurer
Date: June 16, 1997
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