UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASS OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
HIGHWOODS PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 56-1871668
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 SMOKETREE COURT, SUITE 600
RALEIGH, NORTH CAROLINA
(Address of principal executive offices)
27604
(Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS TO BE SO REGISTERED NAME OF EACH EXCHANGE ON WHICH EACH
CLASS IS TO BE REGISTERED
8 5/8% Series A Cumulative Redeemable New York Stock Exchange
Preferred Stock
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:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the 8 5/8% Series A Cumulative Redeemable
Preferred Shares of Highwoods Properties, Inc. (the
"Company"), is set forth under (i) "Description of Preferred
Shares" in the Prospectus Supplement dated February 7, 1997,
which will be filed by the Company with the Securities and
Exchange Commission pursuant to Rule 424(b) under the
Securities Act of 1933 and is incorporated herein by
reference, and (ii) "Description of Preferred Stock" in the
Prospectus dated November 15, 1996, which was filed by the
Company with the Commission pursuant to Rule 424(b) on
November 19, 1996 and is incorporated herein by reference.
ITEM 2. EXHIBITS
1. Amended and Restated Articles of Incorporation of the
Company. (Previously filed on Form S-11, file no. 33-76952,
and incorporated herein by reference.)
2. Form of Amendment to the Articles of Incorporation of the
Company designating terms of the Preferred Shares
registered hereby.
3. Specimen of certificate representing Preferred Shares.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
HIGHWOODS PROPERTIES, INC.
By: /s/ Carman J. Liuzzo
Carman J. Liuzzo
Vice President and Chief Financial
Officer
Date: February 7, 1997
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Exhibit List
1. Amended and Restated Articles of Incorporation of the
Company. (Previously filed on Form S-11, file no. 33-76952,
and incorporated herein by reference.)
2. Form of Amendment to the Articles of Incorporation of the
Company designating terms of the Preferred Shares
registered hereby.
3. Specimen of certificate representing the Preferred Shares.
FORM OF ARTICLES OF AMENDMENT
OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
HIGHWOODS PROPERTIES, INC.
I.
The name of the corporation is Highwoods Properties, Inc.
(the "Corporation").
II.
The amendment (the "Amendment") is to add the following as a
new Section 5.8 of the Corporation's Articles of Incorporation, to determine the
terms of a series of the Preferred Stock:
"Section 5.8. 8 5/8% Series A Cumulative Redeemable Preferred
Shares.
(a) Title. The series of Preferred Stock is hereby designated
as the "8 5/8% Series A Cumulative Redeemable Preferred Shares" (the "Series A
Preferred Shares").
(b) Number. The maximum number of authorized shares of the
Series A Preferred Shares shall be 2,875,000.
(c) Relative Seniority. In respect of rights to receive
dividends and to participate in distributions of payments in the event of any
liquidation, dissolution or winding up of the Corporation, the Series A
Preferred Shares shall rank senior to the Common Stock and any other class or
series of shares of the Corporation ranking, as to dividends and upon
liquidation, junior to the Series A Preferred Shares (collectively, "Junior
Shares").
(d) Dividends.
(i) The holders of the then outstanding Series A Preferred
Shares shall be entitled to receive, when and as declared by the Board of
Directors out of any funds legally available therefor, cumulative dividends at
the rate of $4.3125 per share per year, payable in equal amounts of $1.078125
per share quarterly in cash on the last day of February, May, August, and
November of each year or, if not a Business Day (as hereinafter defined), the
next succeeding Business Day. Dividends shall begin on May 31, 1997 (each such
day being hereafter called a "Quarterly Dividend Date" and each period ending on
a Quarterly Dividend Date being hereinafter called a "Dividend Period").
Dividends shall be payable to holders of record as they appear in the share
records of the Corporation at the close of business on the applicable record
date (the "Record Date"), which shall be the 15th day of the calendar month
in which the applicable Quarterly Dividend Date falls on or
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such other date designated by the Board of Directors of the Corporation for the
payment of dividends that is not more than 30 nor less than 10 days prior to
such Quarterly Dividend Date. The amount of any dividend payable for any
Dividend Period shorter than a full Dividend Period shall be prorated and
computed on the basis of a 360-day year of twelve 30-day months. Dividends paid
on the Series A Preferred Shares in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a per share basis among all such shares at the time outstanding.
"Business Day" shall mean any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
in New York City are authorized or required by law, regulation or executive
order to close.
(ii) The amount of any dividends accrued on any Series A
Preferred Shares at any Quarterly Dividend Date shall be the amount of any
unpaid dividends accumulated thereon, to and including such Quarterly Dividend
Date, whether or not earned or declared, and the amount of dividends accrued on
any shares of Series A Preferred Shares at any date other than a Quarterly
Dividend Date shall be equal to the sum of the amount of any unpaid dividends
accumulated thereon, to and including the last preceding Quarterly Dividend
Date, whether or not earned or declared, plus an amount calculated on the basis
of the annual dividend rate of $4.3125 per share for the period after such last
preceding Quarterly Dividend Date to and including the date as of which the
calculation is made based on a 360-day year of twelve 30-day months. When
dividends are not paid in full upon the shares of Series A Preferred Shares (or
a sum sufficient for such full payment is not set apart therefor), all dividends
declared upon shares of Series A Preferred Shares and any other series of
preferred stock ranking on a parity as to dividends with the Series A Preferred
Shares shall be declared pro rata so that the amount of dividends declared per
share on the Series A Preferred Shares and such other series of preferred stock
shall in all cases bear to each other the same ratio that accrued dividends per
share on the shares of Series A Preferred Shares and such other series of
preferred stock bear to each other.
Except as provided in the immediately preceding paragraph,
unless full cumulative dividends on the Series A Preferred Shares have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment of the Series A Preferred Shares for all
past dividend periods and the then current dividend period, (A) no dividends
shall be declared or paid or set apart for payment on the preferred stock of the
corporation ranking, as to dividends, on a parity with or junior to the Series A
Preferred Shares for any period, and (B) no dividends (other than in Junior
Shares) shall be declared or paid or set aside for payment or other distribution
or shall be declared or made upon the Junior Shares or any other capital stock
of the corporation ranking on a parity with the Series A Preferred Shares as to
dividends or upon liquidation ("Parity Shares"), nor shall any Junior Shares or
any Parity Shares be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of Junior Shares or Parity Shares) by the
Corporation (except by conversion into or exchange for Junior Shares).
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(iii) Except as provided in this paragraph (d), the Series A
Preferred Shares will not be entitled to any dividends in excess of full
cumulative dividends as described above and shall not be entitled to participate
in the earnings or assets of the Corporation, and no interest, or sum of money
in lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series A Preferred Shares which may be in arrears.
(iv) Any dividend payment made on the Series A Preferred
Shares shall be first credited against the earliest accrued but unpaid dividend
due with respect to such shares which remains payable.
(v) If, for any taxable year, the Corporation elects to
designate as "capital gain dividends" (as defined in Section 857 of the Internal
Revenue Code of 1986, as amended (the "Code")), any portion (the "Capital Gains
Amount") of the dividends paid or made available for the year to holders of all
classes of shares (the "Total Dividends"), then the portion of the Capital Gains
Amount that shall be allocated to the holders of the Series A Preferred Shares
shall equal (A) the Capital Gains Amount multiplied by (B) a fraction that is
equal to (1) the total dividends paid or made available to the holders of the
Series A Preferred Shares for the year over (2) the Total Dividends.
(vi) No dividends on the Series A Preferred Shares shall be
authorized by the Board of Directors or be paid or set apart for payment by the
Corporation at such time as the terms and provisions of any agreement of the
Corporation, including any agreement relating to its indebtedness, prohibit such
authorization, payment or setting apart for payment or provides that such
authorization, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such authorization or payment shall be
restricted or prohibited by law. Notwithstanding the foregoing, dividends on the
Series A Preferred Shares will accrue whether or not the Corporation has
earnings, whether or not there are funds legally available for the payment of
such dividends and whether or not such dividends are authorized.
(e) Liquidation Rights.
(i) Upon the voluntary or involuntary dissolution, liquidation
or winding up of the Corporation, the holders of the Series A Preferred Shares
then outstanding shall be entitled to receive and to be paid out of the assets
of the Corporation available for distribution to its stockholders, before any
payment or distribution shall be made on any Junior Shares, the amount of $50.00
per share, plus accrued and unpaid dividends thereon.
(ii) After the payment to the holders of the Series A
Preferred Shares of the full preferential amounts provided for in this paragraph
(e), the holder of the Series A Preferred Shares, as such, shall have no right
or claim to any of the remaining assets of the Corporation.
(iii) If, upon any voluntary or involuntary dissolution,
liquidation, or winding up of the Corporation, the amounts payable with respect
to the preference value of the Series A Preferred Shares and any other shares of
the Corporation ranking as to any such distribution on a parity with the Series
A Preferred Shares are not paid in full, the holders of the Series A Preferred
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Shares and of such other shares will share ratably in any such distribution of
assets of the Corporation in proportion to the full respective preference
amounts to which they are entitled.
(iv) Neither the sale, lease, transfer or conveyance of all or
substantially all of the property or business of the Corporation, nor the merger
or consolidation of the Corporation into or with any other entity or the merger
or consolidation of any other entity into or with the Corporation, shall be
deemed to be a dissolution, liquidation or winding up, voluntary or involuntary,
for the purposes of this paragraph (e).
(f) Redemption.
(i) Optional Redemption. On and after February 7, 2007, the
Corporation may, at its option, redeem at any time all or, from time to time,
part of the Series A Preferred Shares at a price per share (the "Redemption
Price"), payable in cash, of $50.00, together with all accrued and unpaid
dividends to and including the date fixed for redemption (the "Redemption
Date"), without interest, to the full extent the Company has funds legally
available therefor. The Series A Preferred Shares have no stated maturity and
will not be subject to any sinking fund or mandatory redemption provisions.
(ii)Procedures of Redemption.
(A) Notice of redemption will be given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the Redemption Date. Notice of any redemption will also be
mailed by the registrar, postage prepaid, not less than 30 nor more than 60 days
prior to the Redemption Date, addressed to each holder of record of the Series A
Preferred Shares to be redeemed at the address set forth in the share transfer
records of the registrar. No failure to give such notice or any defect therein
or in the mailing thereof shall affect the validity of the proceedings for the
redemption of any Series A Preferred Shares except as to the holder to whom the
Corporation has failed to give notice or except as to the holder to whom notice
was defective. In addition to any information required by law or by the
applicable rules of any exchange upon which Series A Preferred Shares may be
listed or admitted to trading, such notice shall state: (1) the Redemption Date;
(2) the Redemption Price; (3) the number of Series A Preferred Shares to be
redeemed; (4) the place or places where certificates for such shares are to be
surrendered for payment of the Redemption Price; and (5) that dividends on the
shares to be redeemed will cease to accumulate on the Redemption Date. If fewer
than all of the Series A Preferred Shares held by any holder are to be redeemed,
the notice mailed to such holder shall also specify the number of Series A
Preferred Shares to be redeemed from such holder.
(B) If notice has been mailed in accordance with subparagraph
(f)(ii)(A) above and provided that on or before the Redemption Date specified in
such notice all funds necessary for such redemption shall have been irrevocably
set aside by the Corporation, separate and apart from its other funds in trust
for the pro rata benefit of the holders of the Series A Preferred Shares so
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called for redemption, so as to be, and to continue to be available therefor,
then, from and after the Redemption Date, dividends on the Series A Preferred
Shares so called for redemption shall cease to accumulate, and said shares shall
no longer be deemed to be outstanding and shall not have the status of Series A
Preferred Shares and all rights of the holders thereof as stockholder of the
Corporation (except the right to receive the Redemption Price) shall cease. Upon
surrender, in accordance with such notice, of the certificates for any Series A
Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the
Corporation shall so require and the notice shall so state), such Series A
Preferred Shares shall be redeemed by the Corporation at the Redemption Price.
In case fewer than all the Series A Preferred Shares represented by any such
certificate are redeemed, a new certificate or certificates shall be issued
presenting the unredeemed Series A Preferred Shares without cost to the holder
thereof.
(C) Any funds deposited with a bank or trust company for the
purpose of redeeming Series A Preferred Shares shall be irrevocable except that:
(1) the Corporation shall be entitled to receive from such bank or trust company
the interest or other earnings, if any, earned on any money so deposited in
trust, and the holders of any shares redeemed shall have no claim to such
interest or other earnings; and (2) any balance of monies so deposited by the
Corporation and unclaimed by the holders of the Series A Preferred Shares
entitled thereto at the expiration of two years from the applicable Redemption
Date shall be repaid, together with any interest or other earnings earned
thereon, to the Corporation, and after any such repayment, the holders of the
shares entitled to the funds so repaid to the Corporation shall look only to the
Corporation for payment without interest or other earnings.
(D) No Series A Preferred Shares may be redeemed except from
proceeds from the sale of other capital stock of the Corporation, including but
not limited to common stock, preferred stock, depositary shares, interests,
participations or other ownership interests (however designated) and any rights
(other than debt securities convertible into or exchangeable for equity
securities) or options to purchase any of the foregoing.
(E) Unless full accumulated dividends on all Series A
Preferred Shares shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all past Dividend Periods and the then current Dividend Period, no Series A
Preferred Shares shall be redeemed or purchased or otherwise acquired directly
or indirectly (except by conversion into or exchange for Junior Shares);
provided, however, that the foregoing shall not prevent the redemption of Series
A Preferred Shares to preserve the Corporation's REIT status or the purchase or
acquisition of Series A Preferred Shares pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding Series A Preferred
Shares.
(F) If the Redemption Date is after a Record Date and before
the related Quarterly Dividend Date, the dividend payable on such Quarterly
Dividend Date shall be paid to the holder in whose name the Series A Preferred
Shares to be redeemed are registered at the close of business on such Record
Date notwithstanding the redemption thereof between such Record Date and the
related Quarterly Dividend Date or the Corporation's default in the payment of
the dividend due.
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Except as provided above, the Company will make no payment or allowance for
unpaid dividends, whether or not in arrears, on Preferred Shares to be redeemed.
(G) In case of redemption of less than all Series A Preferred
Shares at the time outstanding, the Series A Preferred Shares to be redeemed
shall be selected pro rata from the holders of record of such shares in
proportion to the number of Series A Preferred Shares held by such holders (with
adjustments to avoid redemption of fractional shares) or by any other equitable
method determined by the Corporation.
(g) Voting Rights. Except as required by law, and as set forth
below, the holders of the Series A Preferred Shares shall not be entitled to
vote at any meeting of the stockholders for election of Directors or for any
other purpose or otherwise to participate in any action taken by the Corporation
or the stockholders thereof, or to receive notice of any meeting of
stockholders.
(i) Whenever dividends on any Series A Preferred Shares shall
be in arrears for six or more quarterly periods, whether or not such quarterly
periods are consecutive, the holders of such Series A Preferred Shares (voting
separately as a class with all other series of preferred shares upon which like
voting rights have been conferred and are exercisable) will be entitled to vote
for the election of two additional Directors of the Corporation at a special
meeting called by the holders of record of at least ten percent (10%) of any
series of preferred shares so in arrears (unless such request is received less
than 90 days before the date fixed for the next annual or special meeting of the
stockholders) or at the next annual meeting of stockholders, and at each
subsequent annual meeting until all dividends accumulated on such Series A
Preferred Shares for the past dividend periods and the then current dividend
period shall have been fully paid or declared and a sum sufficient for the
payment thereof set aside for payment. In such case, the entire Board of
Directors of the Corporation will be increased by two Directors.
(ii) So long as any Series A Preferred Shares remain
outstanding, the Corporation will not, without the affirmative vote or consent
of the holders of at least two-thirds of the Series A Preferred Shares
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (such series voting separately as a class), (A) authorize or create, or
increase the authorized or issued amount of, any class or series of shares of
capital stock ranking prior to the Series A Preferred Shares with respect to the
payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up or reclassify any authorized shares of the Corporation into such
shares, or create, authorize or issue any obligation or security convertible
into or evidencing the right to purchase any such shares; or (B) amend, alter or
repeal the provisions of the Corporation's Articles of Incorporation, including
this Amendment, whether by merger, consolidation or otherwise (an "Event"), so
as to materially and adversely affect any right, preference, privilege or voting
power of the Series A Preferred Shares or the holders thereof; provided,
however, with respect to the occurrence of any of the Events set forth in (B)
above, so long as the Series A Preferred Shares remain outstanding with the
terms thereof materially unchanged, taking into account that upon the occurrence
of an Event, the Corporation may not be the surviving entity, the occurrence of
any such Event shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting power of holders of Series A Preferred
Shares and provided further that (X) any increase in the amount of the
authorized Preferred Stock
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or the creating or issuance of any other series of Preferred Stock, or (Y) any
increase in the amount of authorized Series A Preferred Shares or any other
series of Preferred Stock, in each case ranking on a parity with or junior to
the Series A Preferred Shares with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers.
The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding Series A Preferred Shares shall have been
redeemed or called for redemption and sufficient funds shall have been deposited
in trust to effect such redemption.
(iii) On each matter submitted to a vote of the holders of
Series A Preferred Shares in accordance with this paragraph (g), or as
otherwise required by law, each Series A Preferred Share shall be entitled to
one vote. With respect to each Series A Preferred Share, the holder thereof may
designate a proxy, with each such proxy having the right to vote on behalf of
the holder.
(h) Conversion. The Series A Preferred Shares are not
convertible into or exchangeable for an other property or securities of the
Corporation."
III.
This Amendment was adopted on February 7, 1997 without
stockholder approval, as such approval was not required.
IV.
This Amendment was duly adopted by the Board of Directors.
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IN WITNESS WHEREOF, Highwoods Properties, Inc. has caused
these Articles of Amendment to be executed and sealed by its duly authorized
officers this 7th day of February, 1997.
HIGHWOODS PROPERTIES, INC.
By:
Ronald P. Gibson
President and Chief Executive Officer
[CORPORATE SEAL]
Attest:
Edward J. Fritsch
Senior Vice President and Secretary
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8 5/8 % SERIES A CUMULATIVE 8 5/8% SERIES A CUMULATIVE
REDEEMABLE PREFERRED SHARES REDEEMABLE PREFERRED SHARES
(Picture of a colonial man with a city skyline behind him appears here.)
NUMBER THIS CERTIFICATE IS TRANSFERABLE SHARES
HPP IN CHARLOTTE, NORTH CAROLINA CUSIP 431284
OR IN NEW YORK CITY SEE REVERSE FOR CERTAIN
DEFINITIONS AND RESTRICTIONS
(Highwoods logo) HIGHWOODS PROPERTIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
This Certifies that
is the owner of
fully paid and non-assessable shares of the 8 5/8% SERIES A CUMULATIVE
REDEEMABLE PREFERRED SHARES, $.01 par value, of
Highwoods Properties, Inc. transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be subject to all of the provisions of the Amended
and Restated Articles of Incorporation and Bylaws of the Corporation, each as
from time to time amended (copies of which are on file with the Transfer
Agent), to all of which the holder by acceptance hereof assents. This
Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
(Seal appears here)
COUNTERSIGNED AND REGISTERED:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(CHARLOTTE, NORTH CAROLINA)
TRANSFER AGENT
AND REGISTRAR
/s/ Edward J. Fritsch /s/ Ronald P. Gibson
AUTHORIZED SIGNATURE SENIOR VICE PRESIDENT PRESIDENT AND CHIEF
AND SECRETARY EXECUTIVE OFFICER
<PAGE>
HIGHWOODS PROPERTIES, INC.
The shares of capital stock represented by this certificate are subject
to restrictions on transfer for the purpose of the Corporation's maintenance
of its status as a Real Estate Investment Trust under the Internal Revenue Code
of 1986, as amended. No Person may Beneficially Own shares of capital stock in
excess of 9.8% of the outstanding capital stock of the Corporation. Any Person
who attempts to Beneficially Own shares of capital stock in excess of the above
limitation must immediately notify the Corporation; any shares of capital
stock so held may be subject to mandatory redemption or sale in certain
events, and acquisitions of shares of capital stock in excess of such
limitation shall be void ab initio. A Person who attempts to Beneficially
Own shares of the Corporation's capital stock in violation of the ownership
limitations set forth in Section 6.2 of the Amended and Restated Articles
of Incorporation shall have no claim, cause of action, or any other recourse
whatsoever against a transferor of such shares. All capitalized terms in this
legend have the meanings defined in the Corporation's Amended and Restated
Articles of Incorporation, a copy of which, including the restrictions on
transfer, will be sent without charge to each stockholder who so requests.
The Corporation is authorized to issue more than one class of capital
stock. The Corporation will furnish to any stockholder upon request and
without charge a full statement of the designations, and any preferences,
conversions and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the
shares of each class authorized to be issued and, with respect to the
classes of capital stock which may be issued in series, the differences in
the relative rights and preferences between the shares of each such series,
so far as the same have been fixed and determined, and the authority of the
Board of Directors to fix and determine the relative rights and preferences
of subsequent series. Such requests may be made to the Secretary of the
Corporation at its principal office or to the Corporation's transfer agent.
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:
UNIF GIFT MIN ACT --
TEN COM -- as tenants in common _______Custodian ______
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ________________________
in common (State)
For value received, __________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
___________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
____________________________________________________________________________
____________________________________________________________________________
________________________________________________________________________shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint __________________________________________
_____________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated_____________________________________
_______________________________________________
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: ____________________________________________________
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-15.
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.
