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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IHF Capital, Inc.
(to be renamed ICON Fitness Corporation)
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(Exact name of registrant as specified in its charter)
Delaware 87-0531208
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(State of incorporation or organization) (I.R.S. employer
identification no.)
1500 South 1000 West, Logan, Utah 84321
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(Address of principal executive offices) (zip code)
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
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Common Stock, $.001 par value per share New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Registrant's Common Stock, $.001 par value per
share, is contained under the caption "Description of Capital Stock" on pages
73-75 to the Registrant's Registration Statement on Form S-1 (No. 333-04279), as
amended (the "Registration Statement"), said Registration Statement having been
filed with the Securities and Exchange Commission on May 22, 1996 under the
Securities Act of 1933, as amended, and is incorporated herein by reference.
Item 2. Exhibits
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1. Form of Specimen Common Stock
Certificate is hereby incorporated by
reference herein to Exhibit 4.2 of
the Registration Statement.
2. Amended and Restated Stockholders Agreement
dated as of September 6, 1996 by and among
IHF Capital, Inc., IHF Holdings, Inc.
and each of the Bain Capital, Inc.
Funds named therein and certain other
persons named therein, is hereby
incorporated by reference herein to
Exhibit 10.45 to the Registration
Statement.
3. Amended and Restated Certificate of Incorporation of
the Registrant is hereby incorporated by reference herein
to Exhibit 3.1 of the Registration Statement.
4. Amended and Restated By-laws of the Registrant
is hereby incorporated by reference herein
to Exhibit 3.2 of the Registration Statement.
5. Pages 73-75 of the Registration Statement.
Page 2 of 6
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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 by the undersigned, thereto duly authorized.
ICON FITNESS CORPORATION
By: /s/ Scott R. Watterson
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Scott R. Watterson
Chairman and Chief Executive Officer
Dated: September 17, 1996
Page 3 of 6 pages
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DESCRIPTION OF CAPITAL STOCK
Upon the consummation of the Offering, the authorized capital stock of the
Company will consist of 60,000,000 shares of Common Stock, $0.001 par value
per share and 10,000,000 shares of Preferred Stock, $0.01 par value per share.
The discussion herein describes the Company's capital stock, its Amended and
Restated Certificate of Incorporation and its Bylaws, each as anticipated to
be in effect upon consummation of the Conversion and the Offering. The
following summary of certain provisions of the Company's capital stock
describes all material provisions of, but does not purport to be complete and
is subject to, and qualified in its entirety by, the form of Amended and
Restated Certificate of Incorporation and the Bylaws of the Company that are
included as exhibits to the Registration Statement of which this Prospectus
forms a part and by the provisions of applicable law.
Certain provisions described herein may have the effect of impeding
stockholder actions with respect to certain business combinations and the
election of new members to the Board. As such, the provisions could have the
effect of discouraging open market purchases of the Company's Common Stock
because they may be considered disadvantageous by a stockholder who desires to
participate in a business combination or elect a new director.
COMMON STOCK
Immediately prior to the Offering, after giving effect to the Conversion,
the WHF Settlement and the exercise of all the outstanding warrants to
purchase Common Stock, there were 12,967,327 shares of Common Stock
outstanding held of record by 116 stockholders. There will be 25,467,327
shares of Common Stock outstanding after giving effect to the sale of the
shares of Common Stock offered hereby assuming no exercise of the
Underwriters' over-allotment option.
Holders of Common Stock are entitled to one vote per share on all matters to
be voted upon by the stockholders. Holders of Common Stock do not have
cumulative voting rights, and therefore holders of a majority of the shares
voting for the election of directors can elect all of the directors. In such
event, the remaining shares will not be able to elect any directors. The
Bylaws of the Company provide for a classified Board of Directors where one
class of directors is elected each year for a term extending to the third
succeeding annual meeting of stockholders after such election. The Amended and
Restated Certificate of Incorporation will require that any action required or
permitted to be taken by the Company's stockholders must be effected at a duly
called annual or special meeting of stockholders and may not be effected by
consent in writing. Additionally, the Amended and Restated Certificate of
Incorporation will require that special meetings of the stockholders of the
Company be called only by a majority of the Board or by certain officers. The
Amended and Restated Bylaws will provide that stockholders seeking to bring
business before or to nominate directors at any annual meeting of stockholders
must provide timely notice thereof in writing. To be timely, a stockholder's
notice must be delivered to, or mailed and received at, the principal
executive offices of the Company not less than 60 days nor more than 90 days
prior to such meeting or, if less than 70 days' notice was given for the
meeting, within ten days following the date on which such notice was given.
The Bylaws also will specify certain requirements for a stockholder's notice
to be in proper written form. These provisions will restrict the ability of
stockholders to bring matters before the stockholders or to make nominations
for directors at meetings of stockholders. The effect of these provisions may
make it more difficult to effect a change of control of the Board of Directors
or take action by the stockholders.
The holders of Common Stock are entitled to receive such lawful dividends as
may be declared by the Board of Directors subject to the prior rights of the
holders of any Preferred Stock and the restrictions contained in the Credit
Agreement and the Senior Subordinated Notes Indenture. See "Dividend Policy."
The shares of Common Stock will not be redeemable or convertible, and the
holders thereof will have no preemptive or subscription rights to purchase any
securities of the Company. In the event of liquidation, dissolution or winding
up of the Company, the holders of shares of Common
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Stock will be entitled to receive pro rata all of the remaining assets of the
Company available for distribution to its stockholders. There are no sinking
fund provisions applicable to the Common Stock. All outstanding shares of
Common Stock are fully paid and nonassessable, and shares of Common Stock to
be issued pursuant to the Offering shall be fully paid and nonassessable.
The Company has applied for the Common Stock to be approved for listing on
the NYSE.
PREFERRED STOCK
No shares of Preferred Stock are outstanding. The Board of Directors has the
authority, without further action by the stockholders, to issue the shares of
Preferred Stock in one or more series and to fix the rights, preferences and
privileges thereof, including voting rights, dividend rights, terms of
redemption, redemption prices, liquidation preferences, number of shares
constituting any series or the designation of such series, without further
vote or action by the stockholders. Although it presently has no intention to
do so, the Board of Directors, without stockholder approval, could issue
Preferred Stock with voting and conversion rights which could adversely affect
the voting power of the holders of Common Stock and reduce the amount of funds
available for the potential payment of dividends on shares of Common Stock.
This provision may be deemed to have a potential anti-takeover effect, and the
issuance of Preferred Stock in accordance with such provision may delay or
prevent a change of control of the Company.
DELAWARE LAW
Section 203. Following the consummation of the Offering, the Company will be
subject to the "business combination" provisions of the DGCL. In general, such
provisions prohibit a publicly-held Delaware corporation from engaging in
various "business combination" transactions with any "interested stockholder"
for a period of three years after the date of the transaction in which the
person became an "interested stockholder," unless (i) either the transaction
or the transaction pursuant to which the stockholder became an "interested
stockholder" is approved by the Board of Directors prior to the date the
"interested stockholder" obtained such status; (ii) upon consummation of the
transaction which resulted in the stockholder becoming an "interested
stockholder," the "interested stockholder" owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares outstanding those
shares owned by (a) persons who are directors and also officers and (b)
employee stock plans in which employee participants do not have the right to
determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or (iii) on or subsequent to such date
the "business combination" is approved by the board of directors and
authorized at an annual or special meeting of stockholders by the affirmative
vote of at least 66 2/3% of the outstanding voting stock which is not owned by
the "interested stockholder." A "business combination" is defined to include
mergers, asset sales and other transactions resulting in financial benefit to
a stockholder. In general, an "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years, did own)
15% or more of a corporation's voting stock. Such restrictions would not apply
to those who were "interested stockholders" prior to the consummation of the
Offering. The statute could prohibit or delay mergers or other takeover or
change in control attempts with respect to the Company and, accordingly, may
discourage attempts to acquire the Company. In addition, the Amended and
Restated Certificate of Incorporation will provide that the affirmative vote
of at least 80% of the outstanding voting stock is required for a business
combination between the Company or any subsidiary and the beneficial owner of
more than five percent of the outstanding voting stock unless such transaction
(i) has been approved by a majority of the disinterested directors or (ii)
involves a person who, as of the effectiveness of the Offering, was the
beneficial owner of more than five percent of the outstanding voting stock of
the Company or any affiliate thereof.
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Limitations on Liability and Indemnification of Officers and Directors. The
DGCL provides that a corporation may limit the liability of each director to
the corporation or its stockholders for monetary damages except for liability
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases and
(iv) for any transaction from which the director derives an improper personal
benefit. The Company's Amended and Restated Certificate of Incorporation will
provide that, to the fullest extent permitted by Delaware law, no director of
the Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duties as a director. The effect of
these provisions is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf of the Company)
to recover monetary damages against a director for breach of fiduciary duty as
a director (including breaches resulting from grossly negligent conduct). This
provision does not exonerate the directors from liability under federal
securities laws nor does it limit the availability of non-monetary relief in
any action or proceeding against a director. In addition, the Amended and
Restated Certificate of Incorporation will provide that the Company shall, to
the fullest extent not prohibited by Delaware Law, indemnify its officers and
directors against liabilities, cost and expenses as provided by Delaware Law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or others pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
STOCK TRANSFER AGENT AND REGISTRAR
The stock transfer agent and registrar for the Company's Common Stock is
First Chicago Trust Company of New York.
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