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UNITED STATES
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
PETROCORP INCORPORATED
(Exact name of registrant as specified in its charter)
TEXAS 76-0380430
(State of incorporation of organization) (I.R.S. Employer Identification No.)
16800 GREENSPOINT PARK DRIVE
SUITE 300, NORTH ATRIUM
HOUSTON, TEXAS 77060-2391
(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 registered Each class is to be registered
Common Stock, par value $.01 per share American Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
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), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
None.
Securities to be registered pursuant to Section 12(g) of the Act: None.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Description of Capital Stock contained in Amendment No. 4 of the
Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on October 28, 1993, is hereby incorporated by reference.
ITEM 2. EXHIBITS.
1. The Company's annual report on Form 10-K for the year ended December 31,
1997, as filed with the Securities and Exchange Commission, is hereby
incorporated by reference.
2. The Company's definitive proxy statement relating to the Annual Meeting of
Stockholders on May 7, 1998, is hereby incorporated by reference.
3. Amended and Restated Articles of Incorporation of PetroCorp Incorporated.
Incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (Registration No. 33-36972) initially filed with the
Securities and Exchange Commission on August 26, 1993).
4. Amended and Restated Bylaws of PetroCorp Incorporated. Incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1996.
5. Specimen certificate for shares of Common Stock.
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, thereto duly authorized.
PETROCORP INCORPORATED
(REGISTRANT)
By: /s/ W. Neil McBean
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W. Neil McBean
President and Chief Executive Officer
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EXHIBIT 5
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[PETROCORP LOGO APPEARS HERE]
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COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE CUSIP 71645N 10 1
INCORPORATED UNDER THE IN NEW YORK, NY OR SEE REVERSE FOR
LAWS OF THE STATE OF TEXAS CHARLOTTE, NC CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE
OF $0.01 PER SHARE OF
PETROCORP INCORPORATED
transferable on the books of the Corporation in person or by attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered
by the Registrar.
WITNESS the facsimile seal of the Corporation and signatures of its duly authorized officers.
Dated: AUTHORIZED SIGNATURE
/s/ Craig K. Townsend [SEAL] /s/ W. Neil McBean
Secretary President and Chief Executive Officer
COUNTERSIGNED AND REGISTERED:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(CHARLOTTE, NORTH CAROLINA)
TRANSFER AGENT
AND REGISTRAR
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PETROCORP INCORPORATED
Full statements of all of the designations, preferences, limitations and
relative rights of the shares of each class of stock of the Corporation, the
variations in the relative rights and preferences of the shares of each series
of each class of stock to the extent the same have been fixed and determined,
and the authority of the Board of Directors to fix and determine the
designations, preferences, limitations and relative rights of subsequent series
thereof, and of the denial of the preemptive rights of shareholders to acquire
additional, unissued or treasury shares of the Corporation, or securities of the
Corporation convertible into or carrying a right to subscribe to or acquire
shares, are set forth in the Articles of Incorporation of the Corporation, which
are on file in the Office of the Secretary of State of Texas, copies of which
may be obtained without charge on request to the Corporation at its principal
place of business or registered office.
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 UNIF GIFT MIN ACT......Custodian........
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act..........................
tenants in common (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
- --------------------------------------
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................................................................................
................................................................................
................................................................................
..........................................................................Shares
of the Common Stock evidenced by this Certificate, and do hereby irrevocably
constitute and appoint..........................................................
................................................................................
Attorney to transfer the said shares on the books of the within-named
Corporation, with full power of substitution.
Dated.......................
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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 OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
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THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-T5
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
