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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
PAXSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 59-3212788
(State of incorporation or organization) (I.R.S. Employer Identification No.)
18401 U.S. HIGHWAY 19 N.
CLEARWATER, FLORIDA 34624
(Address of principal executive office) (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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
CLASS A COMMON STOCK, $.001 PAR VALUE AMERICAN STOCK EXCHANGE, INC.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
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PAXSON COMMUNICATIONS CORPORATION
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of stock of the Registrant being registered by this
Registration Statement is its Class A common stock, $.001 par value, per share
(the "Class A Common"). The Class A Common is one of six classes of capital
stock of the Registrant. The Registrant's capital stock consists of
197,500,000 shares of common stock with a par value of $.001 per share, and
1,000,000 shares of preferred stock, with a par value of $.001 per share. Of
the 197,500,000 shares of common stock which the Registrant is authorized to
issue: (a) 150,000,000 shares are designated as Class A common stock (which
include the shares being registered by this Registration Statement), (b)
35,000,000 shares are designated as Class B common stock (the "Class B
Common"), and (c) 12,500,000 shares are designated as Class C non- voting
common stock (the "Class C Common"). Of the 1,000,000 shares of preferred
stock which the Registrant is authorized to issue: (a) 2,000 shares have been
designated as 15% Cumulative Compounding Redeemable Preferred Stock (the
"Senior Preferred Stock"), (b) 714.286 shares have been designated as Series
B 15% Cumulative Compounding Redeemable Preferred Stock (the "Series B
Preferred Stock"), and (c) 33,000 shares have been designated as Junior
Cumulative Compounding Redeemable Preferred Stock (the "Junior Preferred
Stock," and with the Senior Preferred Stock and Series B Preferred Stock,
collectively, the "Preferred Stock"). Currently, 26,137,026 shares of Class A
Common, 8,311,639 shares of Class B Common, no shares of Class C Common,
2,000 shares of Senior Preferred Stock, 714.286 shares of Series B Preferred
Stock, and 33,000 shares of Junior Preferred Stock are outstanding. In
addition, 18,921,015 shares of Class A Common are reserved for issuance with
respect to: (a) the conversion of shares of Class B Common to Class A Common,
(b) the conversion of shares of Class C Common to Class A Common, (c) the
exercise of warrants issued in connection with the issuance of the Senior
Preferred Stock and the Junior Preferred Stock, and (d) the exercise of certain
rights under the Registrant's stock incentive plan.
Dividends. Subject to the Senior Preferred Stocks' prior right to
dividends, holders of record of shares of Class A Common, Class B Common and
Class C Common on the record date are entitled to receive such dividends as may
be declared by the Registrant's board out of funds legally available for such
purpose. No dividends may be declared or paid in cash or property on any share
of any class of the Registrant's common stock, however, unless simultaneously
the same dividend is declared or paid on each share of the other classes of
common stock. In the case of any stock dividend, holders of Class A Common are
entitled to receive the same percentage dividend (payable in shares of Class A
Common) as holders of Class B Common receive (payable in shares of Class B
Common) and holders of Class C Common receive (payable in shares of Class C
Common).
Until December 15, 1998, the consent of the holders of a majority of
the outstanding shares of the Senior Preferred Stock and Series B Preferred
Stock is required for the Registrant to declare any dividends on its common
stock; and thereafter, such consent will continue to be required as long as any
Senior Preferred Stock or Series B Preferred Stock remains outstanding, except
under certain limited circumstances. In addition, as long as any Junior
Preferred Stock is outstanding, the Registrant cannot declare dividends on its
common stock, except under certain limited circumstances.
Voting Rights. Holders of shares of Class A Common and Class B Common
will vote as a single class on all matters submitted to a vote of the
stockholders of the Registrant, with each share of Class A Common entitled to
one vote and each share of Class B Common entitled to ten votes, except as
otherwise provided by law. Holders of Class C Common shall have no right to
vote on any matter voted on by the stockholders of the Registrant, except as
may be provided by law or as provided in limited circumstances in the
Registrant's certificate of incorporation.
Liquidation Rights. Upon liquidation, dissolution or winding-up of
the Registrant, the holders of Class A Common are entitled to share pro rata
with holders of Class B Common and Class C Common in all assets available for
distribution after payment in full to creditors and payment in full to any
holders of Preferred Stock then outstanding of any amount required to be paid
under the terms of such Preferred Stock.
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Other Provisions. Each share of Class B Common and Class C Common is
convertible at the option of its holder into one share of Class A Common at any
time.
ITEM 2. EXHIBITS.
The securities described herein are to be registered with the
American Stock Exchange, Inc. on which no other securities of the
Registrant are registered. Pursuant to Part II of the Instructions to
Exhibits on Form 8-A, the following exhibits are being filed with the
American Stock Exchange, Inc.:
1.1 Form 10-K filed with the Securities and Exchange Commission
(the "Commission") on March 30, 1995
2.1 Form 10-Q filed with the Commission on May 15, 1995
2.2 Form 8-K filed with the Commission on June 1, 1995
3.1 Revised Definitive Proxy Statement, dated May 4, 1995, and
filed with the Commission on May 5, 1995
4.1 Certificate of Incorporation, filed with the Delaware
Secretary of State on November 15, 1993
4.2 Certificate of Amendment, filed with the Delaware Secretary of
State on November 3, 1994
4.3 Certificate of Merger, filed with the Delaware Secretary of
State on November 4, 1994
4.4 Certificate of Amendment, filed with the Delaware Secretary of
State on December 22, 1994
4.5 Certificate of Designations of Registrant's Junior Cumulative
Compounding Redeemable Preferred Stock, filed with the
Delaware Secretary of State on December 22, 1994
4.6 Amended and Restated Certificate of Designations of
Registrant's 15% Cumulative Compounding Redeemable Preferred
Stock, filed with the Delaware Secretary of State on June 29,
1995
4.7 Amended and Restated Certificate of Designations of
Registrant's Series B 15% Cumulative Compounding Redeemable
Preferred Stock, filed with the Delaware Secretary of State on
June 29, 1995
4.8 Certificate of Amendment, filed with the Delaware Secretary of
State on June 29, 1995
4.9 Bylaws of the Registrant
5.1 Specimen of the Class A Common stock certificates
6.1 1994 Annual Report to Shareholders, filed with the Commission
on May 1, 1995
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.
PAXSON COMMUNICATIONS CORPORATION
By: /s/ Arthur D. Tek
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Arthur D. Tek
Vice President, Treasurer and
Chief Financial Officer
Date: June 30, 1995
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June 30, 1995
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Paxson Communications Corporation -
Registration Statement on Form 8-A
-----------------------------------
Gentlemen:
Paxson Communications Corporation's Registration Statement on Form 8-A
(the "Registration Statement") is being filed through EDGAR under Section 12(b)
of the Securities Exchange Act of 1934 in order to register Paxson
Communications Corporation's (the "Company") Class A Common Stock, par value
$.001 per share (the "Class A Common Stock"), in connection with an application
with the American Stock Exchange, Inc. ("AMEX") requesting inclusion of its
Class A Common Stock on the American Stock Exchange.
The Company hereby requests the Commission to accelerate the
effectiveness of the Registration Statement upon its receipt of AMEX's required
certification to the Commission.
Please contact me at (813) 227-6431 with any questions or comments you
may have.
Yours very truly,
HOLLAND & KNIGHT
By: /s/ Chester E. Bacheller
------------------------
Chester E. Bacheller
CEB/bb
Enclosure
ccs: Mr. Joseph Vetrano, AMEX (w/ enclosures)
Arthur D. Tek (w/o enclosures)
Anthony L. Morrison, Esq. (w/o enclosures)
Michael L. Jamieson, Esq. (w/o enclosures)
