SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20529
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HUNGARIAN BROADCASTING CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-36787223
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(State of Incorporation) (IRS Tax Identification #)
445 PARK AVENUE, NEW YORK. NY 10022
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(Address of Principal Executive Offices, City, State & Zip)
SECURITIES TO BE REGISTERED, PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS TO BE SO REGISTERED
Preferred Stock ($.001 par value)
INFORMATION REQUIRED IN REGISTRATION STATEMENT:
Item 1. Capital Stock to be Registered
Preferred Stock $.001 par value - For Description,
see attached description from Registration Statement
No.333 13371
ltem 2. Debt Securities to be Registered:
None
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Item 3. Other Securities to be Registered:
None.
Item 4. Exhibits:
Exhibits were filed with the Securities and Exchange Commission
as Exhibits to Registration Statement No.333 - 13371 (List
of Exhibits annexed).
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.
HUNGARIAN BROADCASTING CORP.
BY: /s/Ronald Scott Moss
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Ronald Scott Moss, Secretary
Dated: September 26, 1997.
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DESCRIPTION OF SECURITIES
The Company's authorized capitalization consists of 15,000,000 shares of
Common Stock, par value $.001 per share and 5,000,000 shares of Preferred Stock,
par value $.001 per share, which may be issued in one or more series. As of the
date of this Prospectus, the Company had 2,585,600 shares of Common Stock and
100,000 Preferred Shares outstanding. The following is a summary description of
the Units, Common Stock, Common Stock Purchase Warrants and Preferred Shares.
All securities are qualified in their entirety by reference to the Company's
Certificate of Incorporation, as amended.
UNITS
Each Unit consists of one share of Series A Convertible Cumulative
Redeemable Preferred Stock and one Common Stock Purchase Warrant. On September
9, 1997, the Underwriter determined to separate the components of the Units
effective September 22, 1997.
The Warrants will trade under the symbol HBCOW, and the Preferred Shares
will trade under the symbol HBCOP.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by Stockholders. The holders of shares of Common Stock
are entitled to dividends when and as declared by the Board of Directors from
funds legally available therefore, and, upon liquidation, are entitled to share
pro rata in any distribution to stockholders after payments to creditors and
after paying or providing for any liquidation preferences to the Preferred
Stock. There are no conversion or redemption privileges, nor sinking fund
provisions with respect to the Common Stock, and stockholders have no preemptive
rights to acquire shares of Common Stock issued by the Company in the future.
All of the outstanding shares of Common Stock are validly issued, fully paid and
non-assessable.
The Common Stock is traded on the NASDAQ SmallCap Market under the symbol
HBCO.
PREFERRED STOCK
Preferred Stock may be issued in one or more series, to be determined and
to bear such title or designation as may be fixed by resolution of the Board of
Directors prior to the issuance of any shares thereof. Each series of Preferred
Stock will have such voting powers, if any, preferences, and other rights as
determined by the Board of Directors, with such qualifications, limitations or
restrictions as may be stated in the resolutions of the Board of Directors
adopted prior to the issuance of any shares of such series of Preferred Stock.
The Preferred Shares are the first series of Preferred Stock designated by
the Board of Directors. The Company may not, without the affirmative vote of the
holders of at least a majority of the outstanding Preferred Shares, amend, alter
or repeal any of the provisions of the Certificate of Incorporation or the
Certificate of Designation for the Preferred Shares, or authorize any
reclassification of the Preferred Shares so as to adversely affect the
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preferences, special rights or privileges or voting power of the Preferred
Shares or authorize or create any class of stock ranking prior to the Preferred
Shares as to dividends or distribution of assets, or create or issue any shares
of any series of the Company's authorized preferred stock ranking prior to the
Preferred Shares as to dividends or distribution on liquidation. The Board has
no present plans to issue any other series of Preferred Stock. However, the
holders of any series of the Preferred Stock which may be issued in the future
could have voting rights, rights to receive dividends or rights to distribution
in liquidation superior to those of holders of the Preferred Shares or Common
Stock, thereby adversely affecting rights of the holders of the Preferred Shares
or Common Stock.
Because the terms of each series of Preferred Stock may be fixed by the
Company's Board of Directors without Stockholder action, Preferred Stock could
be issued with terms calculated to defeat a proposed takeover of the Company, or
to make the removal of the Company's management more difficult. Under certain
circumstances, this could have the effect of decreasing the market price of the
Preferred Shares, the publicly held Warrants, the Common Stock and the Units.
Management of the Company is not aware of any such threatened transaction to
obtain control of the Company.
SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK
The Board of Directors has filed a Certificate of Designation designating
1,000,000 shares of Preferred Stock as "Series A Convertible Cumulative
Preferred Stock" (the "Preferred Shares") with the following rights, preferences
and privileges:
CONVERSION. Unless previously redeemed by the Company, the holders of the
Preferred Shares are entitled, beginning on the Separation Date, to convert each
Preferred Share into two (2) shares of Common Stock subject to adjustment as
described below. In lieu of issuing fractional shares upon conversion, the
Company may pay an equivalent amount in cash. No adjustment for dividends will
be made on conversion of any Preferred Shares. Accordingly, accrued dividends
will not be paid on a Preferred Share if it is converted between a dividend
payment date and the next record date for dividend payments. If any holder
surrenders a Preferred Share for conversion after the close of business on the
record date for the payment of a dividend and prior to the opening of business
on the next dividend payment date, then, notwithstanding such conversion, the
dividend payable on such dividend date will be paid to the registered holder of
such share on such record date. In such event, such share, when surrendered for
conversion, must be accompanied by payment of an amount equal to the dividend
payable on such dividend payment date on the share so converted. In the case of
Preferred Shares called for redemption, conversion rights will expire at the
close of business on the redemption date.
The conversion rate is subject to adjustment upon the occurrence of certain
events, including the issuance of stock of the Company as a dividend or
distribution on the Common Stock but not as dividends on the Preferred Shares;
sub-divisions and combinations of Common Stock; certain reclassifications,
consolidations, mergers and sales of property of the Company; the issuance to
all holders of Common Stock of certain rights or warrants; and the distribution
to all holders of Common Stock of evidence of indebtedness of the Company or of
assets (excluding cash dividends or distributions from retained earnings).
Except as stated above, the Conversion Price will not be adjusted for the
issuance of Common Stock or any securities convertible into or exchangeable for
Common Stock, or carrying the right to purchase any of the foregoing, in
exchange for cash, property or services.
DIVIDENDS. Each Preferred Share is entitled to cumulative annual dividends
of $1.20 payable on September 15 of each year commencing September 15, 1997.
Unpaid dividends will accumulate and be payable prior to the payment of
dividends on the Common Stock. The Company may, at its option, pay dividends in
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shares of Common Stock, in lieu of cash. Shares used for such purpose will be
valued at the average closing bid price during the ten trading days ending on
the tenth day before the dividend payment date, subject to certain conditions.
For the foreseeable future, the Company expects to make dividend payments on the
Preferred Shares in shares of Common Stock.
REDEMPTION. The Preferred Shares are redeemable after the Separation Date
at the option of the Company, on not less than 30 days' written notice to
registered holders at the redemption price of $12 per share plus accumulated
dividends, provided the Company may not redeem the Preferred Shares unless the
closing price of the Common Stock equals or exceeds $10 per share for at least
20 of the 30 consecutive trading days ending within five trading days prior to
the date the redemption notice is mailed.
VOTING RIGHTS. Preferred Shares are entitled to one vote per share voting
together with the Common Stock as one class, except as otherwise provided by the
Delaware General Corporation Law provided, however, that if dividends payable on
the Preferred Shares shall have been unpaid for two dividend periods, the
holders of the Preferred Shares, voting as a class, shall be entitled to elect
two directors to the Board of Directors.
PREFERENCE ON LIQUIDATION. Preferred Shares will be entitled to a
preference on liquidation equal to $10 per share, plus accumulated unpaid
dividends.
NO SINKING FUND. The Company is not required to provide for the retirement
or redemption of the Preferred Shares through the operation of a sinking fund.
COMMON STOCK PURCHASE WARRANTS
The Company has outstanding 1,603,900 Common Stock Purchase Warrants (the
"Warrants"). Each Warrant entitles the holder to purchase until December 20,
2000 one share of Common Stock at an exercise price of $6.00. The Warrants are
subject to redemption by the Company at any time after April 20, 1997 on 30 days
notice at $.25 per Warrant provided that the closing sale price, or if none, the
closing bid price of the Common Stock is $8.50 per share on at least 20 days of
the 30 trading days ending within 15 days of the date on which the notice of
redemption is mailed. Holders of Warrants shall have exercise rights until the
close of the business day preceding the date fixed for redemption.
The Warrants contain provisions that protect the holders thereof against
dilution by adjustment of the exercise price in certain events, such as stock
dividends and distributions, stock splits, recapitalizations, mergers and
consolidations. No adjustment exists for the issuance of shares of Common Stock,
among other circumstances, upon exercise of any of the Warrants or options
granted under any stock option plan or the Underwriter's Warrant. The Company is
not required to issue fractional shares. The holder of a Warrant does not
possess any rights as a stockholder of the Company unless he exercises his
Warrant and obtains Common Stock. The Warrants have been issued in registered
form under a Warrant Agreement dated as of December 20, 1995 and amended by
agreement dated as of February 5, 1997 between the Company and American Stock
Transfer & Trust Company as Warrant Agent. The shares of Common Stock issued
upon exercise of a Warrant will be fully paid and non-assessable. A Warrant may
be exercised upon the surrender of a duly completed warrant certificate on or
prior to its expiration, accompanied by cash or certified bank check for the
exercise price.
The Warrants are traded on the NASDAQ SmallCap Market under the symbol
HBCOW.
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UNDERWRITER'S WARRANTS
In December 1995, the Company sold to J.W. Barclay & Co., Inc. (the
underwriter in the Public Offerings in December 1995 and February 1997) at a
price of $.001 per Warrant 100,000 warrants (the "Underwriter's Stock Warrants")
to purchase a like number of shares of Common Stock of the Company and 140,000
warrants (the "Underwriter's Warrants") to purchase a like number of Common
Stock Purchase Warrants. The Underwriter's Stock Warrants are exercisable at a
price of $8.25 per share and the Underwriter's Warrants are exercisable at a
price of $0.225 per Common Stock Purchase Warrant for a period ending December
20, 2000. In connection with the Unit offering, the Company sold to the
Underwriter, for a nominal consideration, 50,000 Unit Warrants to purchase a
like number of Units at an exercise price of $16.50 per Unit.
REGISTRATION RIGHTS
The Company has granted certain registration rights to the persons who
purchased the 265,000 shares of its Common Stock in the November 1994 Private
Placement. These investors have the right to include their shares in any
registration statement filed by the Company ("Piggy Back Registration Rights")
unless, in the reasonable opinion of the managing underwriter of the offering so
registered, such registration would adversely affect the plan of distribution
contemplated.
TRANSFER AGENT
The transfer agent for the Common Stock and for the Preferred Shares is
American Stock Transfer & Trust Co., 40 Wall Street, New York, New York 10005.
REPORTS TO STOCKHOLDERS
The Company furnishes its Stockholders with annual reports containing
financial statements audited and reported upon by its independent accounting
firm and other reports as it determines or is required by law.
