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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Monaco Coach Corporation
(Exact name of registrant as specified in its charter)
Delaware 35-1880244
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
91320 Coburg Industrial Way, Coburg, OR 97408
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(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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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. / /
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of Monaco Coach Corporation, a Delaware
corporation (the "Registrant"), consists of 20,000,000 shares of Common
Stock, $0.01 par value, and 2,000,000 shares of Preferred Stock, $0.01 par
value (the "Preferred Stock"), 100,000 shares of which are designated Series
A Convertible Preferred Stock, $0.01 par value (the "Series A Preferred
Stock"). The Registrant's Common Stock is currently quoted on the National
Association of Securities Dealers, Inc. Automated Quotation National Market
under the symbol "MCCO."
The following summary of certain provisions of the Common Stock and the
Preferred Stock does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of the Registrant's Amended and
Restated Certificate of Incorporation and Certificate of Designations of
Rights, Preferences and Privileges of Series A Convertible Preferred Stock
(collectively, the "Certificate of Incorporation") which are included as
exhibits hereto, and by the provisions of applicable law.
COMMON STOCK
As of December 31, 1996, there were 4,430,467 shares of Common Stock
issued and outstanding held of record by approximately 105 stockholders. The
holders of Common Stock are entitled to one vote per share on all matters to
be voted upon by the stockholders. Subject to preferences that may be
applicable to any outstanding Preferred Stock, the holders of Common Stock
are entitled to receive ratably such dividends, if any, as may be declared
from time to time by the Board of Directors out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of the
Registrant, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to the prior rights of
Preferred Stock, if any, then outstanding. The Common Stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions available to the Common Stock. All
outstanding shares of Common Stock are fully paid and nonassessable.
PREFERRED STOCK
DIVIDEND RIGHTS
As of December 31, 1996, there were 65,217 shares of Preferred Stock,
all of which are shares of Series A Preferred Stock, issued and outstanding
and held by one stockholder of record.
An annual dividend at the rate per annum set forth below began accruing
on the Series A Preferred Stock on March 4, 1996, the original issuance date
of the Series A Preferred Stock (the "Original Issuance Date"), and is paid
in cash on December 15 of each year to the holders of record of the Series A
Preferred Stock (hereinafter, the "Series A Stockholders" ) as of December 1
of each year. Dividends are cumulative and accrue until declared and paid and
are payable pro rata for partial year periods. No dividends or other
distributions of any nature may be declared and/or paid on any shares of the
Registrant's common stock or any other shares that rank junior to the Series
A Preferred Stock unless and until all accrued and unpaid dividends on the
Series A Preferred Stock have been
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paid in full. No dividend may be paid on the Series A Preferred Stock other
than the annual dividend, as described above.
The dividend rate for the Series A Preferred Stock will be $1.38 per
share per annum until February 28, 1997, at which point the dividend rate
will be dependent upon the average closing price of the Registrant's common
stock as calculated for the thirty days prior to certain "Set Dates," defined
as March 1, June 1, September 1 and December 1. If the average closing price
of the Registrant's Common Stock on the Nasdaq National Market is greater
than or equal to $10.00 per share, then the dividend rate for such period
will remain at $1.38 per share per annum. If such average closing price is
less than $10.00 per share, then the dividend rate for such period will be
$2.38 per share per annum.
VOTING RIGHTS
Each Series A Stockholder is entitled to one vote for each share of
Common Stock into which each share of Series A Preferred Stock held by such
person is convertible (as set forth below) on the record date for the vote of
stockholders, and, except as otherwise required by law, has voting rights and
powers equal to the voting rights and powers of the holders of Common Stock.
Each Series A Stockholder is entitled to notice of any stockholders' meeting
in accordance with the bylaws of the corporation and votes with holders of
the Common Stock upon the election of directors and upon any other matter
submitted to a vote of stockholders, except those matters required by law to
be submitted to a class vote.
RIGHTS ON LIQUIDATION
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Registrant, the Series A Stockholders will be entitled
to receive, before any distribution or payment is made to or set apart for
the holders of Common Stock or any other class of stock ranking on
liquidation junior to the Series A Preferred Stock, from the assets of the
Corporation available for distribution to its stockholders, an amount equal
to $46.00 per share of Series A Preferred Stock then held by them plus any
dividends accrued but unpaid and dividend interest, if any. If upon such
liquidation, dissolution or winding up, the assets of the Registrant
available for distribution to the Series A Stockholders are not sufficient to
make in full the payment required to be made to such holders, such assets
will be distributed to the Series A Stockholders pro rata. Any assets of the
Corporation remaining after full payment to the Series A Stockholders will be
distributed pro rata to the holders of the Common Stock or otherwise in
accordance with the provisions of any other class of stock ranking junior to
the Series A Preferred Stock.
Any merger or consolidation of the Registrant with or into any other
corporation or entity or sale of all or substantially all of the assets of
the Registrant is deemed to be a liquidation, dissolution or winding up of
the Registrant, except for a merger or consolidation in which the
stockholders of the Registrant immediately prior thereto shall, immediately
thereafter, hold as a group the right to cast at least a majority of the
votes of all holders of voting securities of the resulting or surviving
corporation or entity on any matter on which such holders of voting
securities shall be entitled to vote.
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REDEMPTION
The Registrant must, to the extent of funds legally available
therefor, redeem any shares of Series A Preferred Stock eligible for
redemption (as set forth below) for which a request for redemption has been
made by a Series A Stockholder. The price per share to be paid by the
Registrant upon redemption of the shares of Series A Preferred Stock is an
amount equal to $46.00 per share of the Series A Preferred Stock, plus any
unpaid dividends and dividend interest.
Shares of Series A Preferred Stock become eligible for redemption as
follows:
(i) 21,740 shares of Series A Preferred Stock become redeemable
commencing two (2) years after the date the Series A Preferred Stock was
first issued, March 4, 1996 (the "Original Issuance Date");
(ii) An additional 32,609 shares of Series A Convertible
Preferred Stock become redeemable commencing three (3) years after the
Original Issuance Date;
(iii) All remaining outstanding shares of Series A
Convertible Preferred Stock become redeemable commencing four (4) years
after the Original Issuance Date.
Notwithstanding the foregoing, if at any time after the Original
Issuance Date the Registrant completes a firm commitment underwritten public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of either debt or equity
securities in which the aggregate proceeds to the Registrant exceeded
$15,000,000 (the "Public Offering") then all of the outstanding shares of
Series A Preferred Stock will become redeemable at any time on or after the
later of (i) the date two (2) years following the Original Issuance Date or
(ii) the closing of the Public Offering.
At any time on or after the date four (4) years following the Original
Issuance Date, the Registrant may, at the sole discretion of the Board of
Directors of the Registrant, fix a redemption date and upon such date redeem
all or a portion of the then outstanding shares of Series A Preferred Stock
by paying in cash therefor the Redemption Payment.
CONVERSION RIGHTS
The Series A Stockholders have conversion rights and obligations as
follows:
Each share of Series A Preferred Stock is convertible, at the option of
the holder thereof, at any time (and up to five days prior to redemption),
into the number of fully paid and nonassessable shares of Common Stock
obtained by dividing $46.00 by the conversion price in effect at the time of
the conversion (the "Conversion Ratio"). The conversion price is $13.00, and
is subject to adjustment for certain distributions, subdivisions or
combinations of the Registrant's Common Stock and the issuance of rights or
warrants. Upon conversion of any shares of Series A Preferred Stock, the
holder is entitled to receive in cash all accrued dividends and dividend
interest payable up to and including the dated fixed for conversion.
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Each share of Series A Preferred Stock automatically converts into a
fully paid and nonassessable share of Common Stock at the then effective
conversion price upon the closing of a firm commitment underwritten public
offering of the Corporation's Common Stock pursuant to an effective
registration statement under the Securities Act of 1933, as amended, at a
price per share to the public of $15.00 or more.
The approval of the holders of a majority of the Series A Preferred
Stock is required for any amendment to the Registrant's Amended and Restated
Certificate of Incorporation or Bylaws which would adversely change or alter
the rights, preferences and privileges of the Series A Preferred Stock,
increase or decrease the authorized number of shares of Series A Preferred
Stock, or provide for the creation of any new class or series of shares with
dividend or liquidation rights which are superior to or on parity with the
Series A Preferred Stock.
REGISTRATION RIGHTS
The holder of 65,217 shares of Series A Preferred Stock, or its
permitted transferees, are entitled to certain rights with respect to the
registration of such shares under the Securities Act. Under the terms of
agreements between the Registrant and such holder, if the Registrant proposes
to register any of its securities under the Securities Act, either for its
own account or the account of other security holders exercising registration
rights, the holders are entitled to notice of such registration and are
entitled to include shares of Common Stock therein; provided, among other
conditions, that the underwriters of any offering have the right to limit or
exclude such shares from registration. In addition, the holders of Series A
Preferred Stock may by written request require the Registrant, on not more
than three occasions, to file a registration statement under the Securities
Act with respect to such shares, and the Registrant is required to use its
best efforts to effect such registration, subject to certain conditions and
limitations, and is required to pay the expenses incurred in connection with
such registrations.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this registration
statement:
1.1(1) Specimen certificate for Registrant's Common Stock.
2.1(2) Amended and Restated Certificate of Incorporation of the
Registrant.
2.2(3) Certificate of Designation of Rights, Preferences and
Privileges of Series A Convertible Preferred Stock filed
with the Secretary of State of the State of Delaware on
March 4, 1996.
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(1) Exhibit previously filed.
(2) Incorporated by reference to Exhibit 3.1 filed with the Securities and
Exchange Commission (the "SEC") in response to Item 14(a), "Exhibits,
Financial Statement Schedules and Reports on Form 8-K," of the Registrant's
Form 10-K Annual Report for the year ended January 1, 1994.
(3) Incorporated by reference to Exhibit 3.1 filed with the SEC in response to
Item 7, "Financial Statements and Exhibits," of the Registrant's Current
Report on Form 8-K dated March 4, 1996.
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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 amendment to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: February 25, 1997 Monaco Coach Corporation
(Registrant)
By: /s/ John W. Nepute
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John W. Nepute
Vice President of Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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1.1(1) Specimen Certificate for the Registrant's --
Common Stock.
2.1(2) Amended and Restated Certificate of --
Incorporation of the Registrant.
2.2(3) Certificate of Designation of Rights, --
Preferences and Privileges of Series A
Convertible Preferred Stock filed with
the Secretary of State of the State of
Delaware on March 4, 1996.
(1) Exhibit previously filed.
(2) Incorporated by reference to Exhibit 3.1 filed with the SEC in response to
Item 14(a), "Exhibits, Financial Statement Schedules and Reports on Form 8-
K," of the Registrant's Form 10-K Annual Report for the year ended January
1, 1994.
(3) Incorporated by reference to Exhibit 3.1 filed with the SEC in response to
Item 7, "Financial Statements and Exhibits," of the Registrant's Current
Report on Form 8-K dated March 4, 1996.
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