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As filed with the Securities and Exchange Commission on December 22, 2000
File No.
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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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TBA ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 62-1535897
(State of incorporation or organization) (I.R.S. Employer Identification No.)
16501 VENTURA BOULEVARD
ENCINO, CALIFORNIA 91436
(Address of principal executive offices) (Zip Code)
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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 securities pursuant to Section 12(g) of the Exchange Act
and is effective pursuant to General Instruction the registration of a class of
A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not Applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C>
Common Stock, par value $.001 per share American Stock Exchange
Redeemable Common Stock Purchase Warrants American Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The classes of securities to be registered hereunder are common stock,
$.001 par value per share ("Common Stock"), of TBA Entertainment Corporation
(the "Company") and redeemable common stock purchase warrants ("Warrants") of
the Company.
The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock and 1,000,000 shares of Preferred Stock, par value $.001 per share
("Preferred Stock").
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of the stockholders. Holders of Common Stock are
also entitled to participate in any dividends declared by the Company's Board of
Directors. However, the payment of any dividends to holders of Common Stock will
be subject to any preferential dividend rights of any outstanding Preferred
Stock. Upon the liquidation, dissolution or winding up of the Company, the
common stockholders are entitled to receive ratably, subject to the rights of
any outstanding Preferred Stock, the Company's net assets available after the
Company pays or makes provision for all of its debts and other liabilities.
Holders of the shares of Common Stock have no preemptive or conversion rights
and the shares of Common Stock are not subject to further calls or assessment by
the Company. There are no redemption or sinking fund provisions applicable to
the shares of Common Stock.
The Company has designated 557,143 shares of Preferred Stock as Series
A Convertible Preferred Stock (the "Series A Preferred Stock"). Holders of
shares of Series A Preferred Stock are not entitled to vote, except as required
by applicable law. Each share of Series A Preferred Stock is convertible into
one share of Common Stock at the option of the holder (i) if during the
five-year period following the issuance of the Series A Preferred Stock the
Company earned after tax net income for any fiscal year of at least $500,000,
based on generally accepted accounting principles and (ii) at any time, in the
event that 80% or more of the Company's Common Stock is acquired by an entity or
individual not previously affiliated with the Company if the Common Stock has
traded at an average bid price per share of $7.50 or more during the preceding
90 business days or if the acquisition price per share for the Company's Common
Stock is $7.50 or more. The Series A Preferred Stock has a liquidation
preference to the Common Stock equal to $0.03 per share. The Series A Preferred
Stock does not have any preference on the payment of dividends and shall
participate equally in all dividends on a share-for-share basis with the Common
Stock. The outstanding shares of Series A Preferred Stock are validly issued,
fully paid and nonassessable.
In April and May 1996, the Company issued 1,351,455 Units (the
"Units"), each Unit consisting of two shares of Common Stock and one Warrant.
Each Warrant entitles the holder to purchase one share of Common Stock at an
exercise price of $6.25 per share, subject to adjustment upon the occurrence of
certain events as provided in the Redeemable Warrant certificate and summarized
below (such price as adjusted from time to time is called the "Exercise Price").
Unless previously redeemed, the Warrants may be exercised at any time during the
period commencing on April 23, 1996 and ending on April 23, 2001 (such date
being called the "Expiration Date"). The Warrants not previously exercised will
expire on the Expiration Date. A holder of a Warrant will not be deemed to be a
holder of the underlying Common Stock for any purpose whatsoever until the
Warrant has been properly exercised. The Warrants are detachable and separately
transferable.
The Company currently has the right to redeem all, or less than all, of
the Warrants at a redemption price of $.05 per Warrant after providing 30 days'
prior written notice to the Warrant holders, if the average closing bid price of
the Common Stock equals or exceeds $10.00 per share for a minimum of 20
consecutive trading days ending within 15 days prior to the date of the notice
of redemption. The written notice of redemption will be sent by first class mail
to the holders of Warrants at their last known addresses appearing on the
registration records maintained by the Company's transfer agent. No other form
of notice or publication or otherwise will be required. If the Warrants are
called for redemption they must be exercised prior to the close of business on
the business day next preceding the specified redemption date (the "Redemption
Date") or the right to exercise will lapse.
A Warrant holder may exercise Warrants only if an appropriate
registration statement is then in effect with the Commission and if the shares
of Common Stock underlying the Warrants are qualified for sale under the
securities laws of the state in which the holder resides. The Company has agreed
to use its best efforts to maintain a current
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registration statement while the Warrants are exercisable and to maintain
current qualifications for sale of the shares of Common Stock underlying the
Warrants under the securities laws of those states in which the Units were
initially qualified for sale. Warrants may be deprived of value if a current
registration statement covering the Common Stock issuable upon exercise of the
Warrants is not maintained or if the Common Stock is not qualified for sale in
the state in which a Warrant holder resides.
The Warrants may be exercised by delivery to the Company's transfer
agent of the applicable Warrant certificate on or prior to the Expiration Date
or the Redemption Date, as applicable, with the form on the reverse side of the
certificate executed as indicated, accompanied by payment of the full Exercise
Price for the number of Warrants being exercised. Fractional shares of Common
Stock will not be issued upon exercise of the Warrants.
The Exercise Price is subject to adjustment if the Company (i) declares
any stock dividend to shareholders, excluding any cash dividends paid out of
retained earnings of the Company or (ii) effects any split or share combination
with respect to its Common Stock. Therefore, if the Company effects any stock
split or stock combination with respect to its Common Stock, the exercise price
in effect immediately prior to such stock split or combination will be
proportionately reduced or increased, as the case may be. Any adjustment of the
Exercise Price will also result in an adjustment of the number of shares
purchasable upon exercise of a Warrant or, if the Company so elects, an
adjustment of the number of Warrants outstanding.
The Common Stock and Warrants have previously been registered pursuant
to Section 12(g) of the Exchange Act (File No. 000-22582) and quoted on the
Nasdaq National Market System under the symbols "TBAE" and "TBAE W,"
respectively.
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ITEM 2. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Description
1. Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 of the Company's Current
Report on Form 8-K dated April 21, 1997).
2. Certificate of Designations of the Company's Series A
Convertible Preferred Stock (incorporated herein by
reference to Exhibit 4.3 of the Company's Current Report on
Form 8-K dated April 21, 1997).
3. Bylaws of the Company (incorporated herein by reference to
Exhibit 3.2 of the Registrant's Current Report on Form 8-K
dated April 21, 1997).
4. Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 of the Company's Current Report on
Form 8-K dated April 21, 1997).
5. Specimen Warrant Certificate (incorporated herein by
reference to Exhibit 4.3 of the Company's Registration
Statement on Form SB-2 (Registration Number 33-97980) filed
on October 10, 1995).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TBA ENTERTAINMENT CORPORATION
By: /s/ Thomas Jackson Weaver III
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Thomas Jackson Weaver III, Chairman of the
Board, Chief Executive Officer and President
Date: December 22, 2000
