Commission File No. 1-8185
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BLC Financial Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 75-1430406
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(State of incorporation or organization) (IRS Employer
Identification No.)
Business Loan Center, Inc.
645 Madison Avenue
18th Floor
New York, New York 10022
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(Address of principal executive offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [ ] following box. [x]
Securities Act registration statement file number to which this
form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
NYFS12...:\99\26799\0004\1645\FRMD038L.160
<PAGE>
Items 1 and 2 of the Registrant's Registration Statement on Form 8-A filed
on July 22, 1981 (No. 1- 8185) is hereby amended and restated as follows:
Item 1. Description of Registrant's Securities to be Registered.
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The Registrant is authorized to issue 37,000,000 shares of Common Stock,
par value $0.01 per share. The Common Stock is entitled to one vote per share
and possess ordinary voting rights for the election of Directors and in respect
of other corporate matters, each share being entitled to one vote. Cumulative
voting for the election of Directors is prohibited, which means that the holders
of a majority of shares voting for the election of Directors shall elect each
member of the Board of Directors up for election at a meeting. As a result of
the classified Board, the entire Board of Directors of the Registrant may not be
replaced or removed an annual meeting of the Registrant. Under the Registrant's
Amended and Restated Certificate of Incorporation, the directors are divided
into three classes, consisting of three directors each. The Common Stock carries
no preemptive rights and is not convertible, redeemable or amenable.
The Registrant's Amended and Restated Certificate of Incorporation
contains a "fair price provision" which provision regulates business
combinations with any person or group beneficially owning fifteen percent or
more of the outstanding shares of Common Stock. A description of the fair price
provision is contained in the Registrant's Proxy Statement for the Annual
Meeting of Stockholders filed with the Commission on April 22, 1997 (the "Proxy
Statement") under the caption "Fair Price Amendment" and such Proxy Statement is
hereby incorporated by reference.
Item 2. Exhibits.
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4.1 - Amended and Restated Certificate of Incorporation of the
Corporation (incorporated by reference to Exhibit 1.3 of the
Registrant's Annual Report on Form 10-K for the year ended June
30, 1997).
4.2 - Amended and Restated By-Laws of the Corporation (incorporated by
reference to Exhibit 1.4 of the Registrant's Annual Report on
Form 10-K for the year ended June 30, 1997).
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, therein duly authorized.
BLC FINANCIAL SERVICES, INC.
By: /s/ Robert F. Tannenhauser
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Robert F. Tannenhauser
President and Chief
Operating Officer
Date: December 4, 1998
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