FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES 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 OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
3100 Smoketree Court, Suite 600,
Raleigh, North Carolina 27604
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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(B) OF THE ACT:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
8% Series B Cumulative New York Stock Exchange, Inc.
Redeemable Preferred Shares
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% Series B Cumulative Redeemable Preferred Shares
of Highwoods Properties, Inc. (the "Registrant"), is set forth under the caption
"Description of Series B Preferred Shares" on page S-21 through S-24 of the
prospectus supplement dated September 22, 1997, which prospectus supplement has
been filed by the Registrant pursuant to Rule 424(b) under the Securities Act of
1933, as amended, and made a part of the Registrant's Registration Statement on
Form S-3 (Registration No. 333-31183). Such description shall be deemed to be
incorporated by reference in this Registration Statement.
ITEM 2. Exhibits.
1. Amended and Restated Articles of Incorporation of the Registrant (filed
on the Registrant's Registration Statement on Form S-11, File no.
33-76952, and incorporated herein by reference).
2. Form of Articles Supplementary to the Amended and Restated Articles of
Incorporation of the Company designating the terms of the 8% Series B
Cumulative Redeemable Preferred Shares registered hereby.
3. Amended and Restated Bylaws of the Registrant (filed on the
Registrant's Registration Statement on Form S-11, File no. 33-76952,
and incorporated herein by reference).
4. Specimen certificate representing the 8% Series B Cumulative Redeemable
Preferred Shares registered hereby.
5. Specimen certificate representing shares of Common Stock (filed on the
Registrant's Registration Statement on Form S-11, File no. 33-76952,
and incorporated herein by reference).
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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 registration statement to be
signed on its behalf by the undersigned, thereto duly authorized, on this 25th
day of September, 1997.
HIGHWOODS PROPERTIES, INC.
By: /s/ Mack D. Pridgen III
Mack D. Pridgen III
Vice President and General Counsel
<PAGE>
ARTICLES SUPPLEMENTARY
OF
HIGHWOODS PROPERTIES, INC.
I.
The name of the corporation is Highwoods Properties, Inc. (the
"Corporation").
II.
The purpose of these Articles Supplementary (the "Articles") is to add
the following as a new Section 5.9 of the Corporation's Articles of
Incorporation, to determine the terms of a series of the Preferred Stock:
"Section 5.9. 8% Series B Cumulative Redeemable Preferred Shares.
(a) Title. The series of Preferred Stock is hereby designated as the
"8% Series B Cumulative Redeemable Preferred Shares" (the "Series B Preferred
Shares").
(b) Number. The maximum number of authorized shares of the Series B
Preferred Shares shall be 6,900,000.
(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 B Preferred Shares
shall rank (i) 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 B Preferred Shares (collectively, "Junior Shares") and (ii) PARI
PASSU with the Corporation's 8 5/8% Series A Cumulative Redeemable Preferred
Shares and any other class or series of shares of the Corporation ranking, as to
dividends and upon liquidation, PARI PASSU with the Series B Preferred Shares.
(d) Dividends.
(i) The holders of the then outstanding Series B 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 8% of the $25.00 per share liquidation preference per annum of the
Series B Preferred Shares (equivalent to $2.00 per share). Such dividends shall
accrue and be cumulative from the date of original issuance and shall be payable
quarterly in arrears in cash on March 15, June 15, September 15 and
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December 15 of each year or, if not a Business Day (as hereinafter defined), the
next succeeding Business Day, commencing December 15, 1997 (each such day being
hereafter called a "Dividend Payment Date" and each period beginning on the day
next following a Dividend Payment Date and ending on the next following Dividend
Payment 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 first day of the calendar month in which the
applicable Dividend Payment Date falls on or 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 Dividend Payment 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.
"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 B
Preferred Shares at any Dividend Payment Date shall be the amount of any unpaid
dividends accumulated thereon, to and including such Dividend Payment Date,
whether or not earned or declared, and the amount of dividends accrued on any
Series B Preferred Shares at any date other than a Dividend Payment Date shall
be equal to the sum of the amount of any unpaid dividends accumulated thereon,
to and including the last preceding Dividend Payment Date, whether or not earned
or declared, plus an amount calculated on the basis of the annual dividend rate
for the period after such last preceding Dividend Payment 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 Series B Preferred
Shares (or a sum sufficient for such full payment is not set apart therefor),
all dividends declared upon Series B Preferred Shares and any other series of
preferred stock ranking on a parity as to dividends with the Series B Preferred
Shares shall be declared pro rata so that the amount of dividends declared per
share on the Series B 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 B 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 B 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 B 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 B
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
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of the corporation ranking on a parity with the Series B 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 Junior Shares or Parity Shares) by the Corporation (except
by conversion into or exchange for Junior Shares).
(iii) Except as provided in this paragraph (d), the Series B
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 B Preferred Shares which may be in arrears.
(iv) Any dividend payment made on the Series B 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, within the meaning of Section 316 of the Code, 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 B Preferred Shares shall equal (A) the
Capital Gains Amount multiplied by (B) a fraction that is equal to (1) the total
dividends paid, within the meaning of Section 316 of the Code, or made available
to the holders of the Series B Preferred Shares for the year over (2) the Total
Dividends.
(vi) No dividends on the Series B 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 B Preferred Shares will accrue and be cumulative from the date of
original issue thereof 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 B Preferred Shares
then outstanding shall be entitled to receive and to be paid out of the assets
of the Corporation legally available for distribution to its stockholders,
before any payment or distribution
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shall be made to the holders of Common Stock or any other capital stock of the
Corporation ranking junior to the Series B Preferred Shares as to liquidation
rights, a liquidation preference of $25.00 per share, plus accrued and unpaid
dividends thereon to the date of such liquidation, dissolution or winding up.
(ii) After the payment to the holders of the Series B
Preferred Shares of the full liquidating distributions provided for in this
paragraph (e), no holder of the Series B Preferred Shares, as such, shall have
any 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 B Preferred Shares and any other shares of
the Corporation ranking as to any such distribution on a parity with the Series
B Preferred Shares are not paid in full, the holders of the Series B Preferred
Shares and of such other shares will share ratably in any such distribution of
assets of the Corporation in proportion to the full respective liquidating
distributions 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) The Series B Preferred Shares are not redeemable prior to
September 25, 2002. On and after September 25, 2002, the Corporation may, at its
option, redeem at any time all or, from time to time, part of the Series B
Preferred Shares at a price per share (the "Redemption Price"), payable in cash,
of $25.00, 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 Corporation has funds legally available therefor. The Series B
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 B
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
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the redemption of any Series B 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 B 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 B 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
Series B Preferred Shares to be redeemed will cease to accrue on the Redemption
Date. If fewer than all of the Series B Preferred Shares held by any holder are
to be redeemed, the notice mailed to such holder shall also specify the number
of Series B Preferred Shares to be redeemed from such holder.
(B) If notice has been published and 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 benefit of the holders of the Series B Preferred Shares
so 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 B Preferred
Shares so called for redemption shall cease to accrue, and said shares shall no
longer be deemed to be outstanding and shall not have the status of Series B
Preferred Shares and all rights of the holders thereof as holders of such shares
(except the right to receive the Redemption Price) shall cease. Upon surrender,
in accordance with such notice, of the certificates for any Series B Preferred
Shares so redeemed (properly endorsed or assigned for transfer, if the
Corporation shall so require and the notice shall so state), such Series B
Preferred Shares shall be redeemed by the Corporation at the Redemption Price.
In case fewer than all the Series B Preferred Shares represented by any such
certificate are redeemed, a new certificate or certificates shall be issued
representing the unredeemed Series B Preferred Shares without cost to the holder
thereof.
(C) Any funds deposited with a bank or trust company for the
purpose of redeeming Series B 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 B 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) Except for any portion of the Redemption Price consisting
of accrued and unpaid dividends, no Series B 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
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convertible into or exchangeable for equity securities) or options to purchase
any of the foregoing.
(E) Unless full cumulative dividends on all Series B 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 B 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 B
Preferred Shares to preserve the Corporation's REIT status or the purchase or
acquisition of Series B Preferred Shares pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding Series B Preferred
Shares.
(F) If the Redemption Date is after a Record Date and before
the related Dividend Payment Date, the dividend payable on such Dividend Payment
Date shall be paid to the holder in whose name the Series B 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
Dividend Payment Date or the Corporation's default in the payment of the
dividend due. Except as provided above, the Corporation will make no payment or
allowance for unpaid dividends, whether or not in arrears, on Series B Preferred
Shares to be redeemed.
(G) In case of redemption of less than all Series B Preferred
Shares at the time outstanding, the Series B 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 B 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 B 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 B 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 B Preferred Shares (voting
separately as a class with all other series of preferred stock 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 the
Series B Preferred Shares or the holders of any other series of preferred stock
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 B Preferred Shares for the past Dividend
Periods and the then current
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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 B Preferred Shares remain
outstanding, the Corporation shall not, without the affirmative vote or consent
of the holders of at least two-thirds of the Series B 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 B Preferred Shares with respect to the
payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up or reclassify any authorized capital stock 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 B 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 B 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 B Preferred Shares and PROVIDED FURTHER that (x) any increase in the
amount of the authorized preferred stock or the creating or issuance of any
other series of preferred stock, or (y) any increase in the amount of authorized
Series B Preferred Shares or any other series of preferred stock, in each case
ranking on a parity with or junior to the Series B 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 B 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 B Preferred Shares in accordance with this paragraph (g), or as otherwise
required by law, each Series B Preferred Share shall be entitled to one vote.
With respect to each Series B 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 B Preferred Shares are not convertible into
or exchangeable for an other property or securities of the Corporation.
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III.
These Articles were adopted on September 22, 1997 without stockholder
approval, as such approval was not required.
IV.
These Articles were duly adopted by the Board of Directors under
authority contained in the Corporation's charter.
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IN WITNESS WHEREOF, Highwoods Properties, Inc. has caused these
Articles Supplementary to be executed and sealed by its duly authorized officers
this 22nd day of September, 1997.
HIGHWOODS PROPERTIES, INC.
By: /s/ Mack D. Pridgen III
Mack D. Pridgen III
Vice President and General Counsel
[CORPORATE SEAL]
Attest:
/s/ Stephanie Lucas
Stephanie Lucas
Assistant Secretary
THE UNDERSIGNED, Vice President and General Counsel of HIGHWOODS
PROPERTIES, INC., who executed on behalf of the Corporation the Articles
Supplementary of which this certificate is made a part, hereby acknowledges in
the name and on behalf of said Corporation the foregoing Articles Supplementary
to be the corporate act of said Corporation and hereby certifies that to the
best of his knowledge, information and belief the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ Mack D. Pridgen III
Mack D. Pridgen III
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8% SERIES B CUMULATIVE 8% SERIES B CUMULATIVE
REDEEMABLE PREFERRED SHARES REDEEMABLE PREFERRED SHARES
NUMBER THIS CERTIFICATE IS TRANSFERABLE SHARES
HPB IN CHARLOTTE, NORTH CAROLINA CUSIP 431284 30 6
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% SERIES B 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
(CHARLOTTE, NORTH CAROLINA)
TRANSFER AGENT
AND REGISTRAR
/s/ Edward J. Fritsch /s/ Ronald P. Gibson
AUTHORIZED SIGNATURE 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.
