SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1 TO FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WINFIELD CAPITAL CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-2704241
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(STATE OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
237 MAMARONECK AVENUE
WHITE PLAINS, NEW YORK 10605
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(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |_|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. |X|
Securities Act registration statement file number
to which this form relates: 33-94322
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(If applicable)
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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NONE NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS)
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This Amendment No. 1 to Registration Statement on Form 8-A amends
and restates the registrant's Registration Statement on Form 8-A (Registration
No. 1-14024), filed with the Commission on October 24, 1995. On November 10,
1999, the registrant's common stock, par value $.01 per share ("Common Stock"),
was approved for listing on the Nasdaq National Market under the symbol "WCAP"
and no longer will be listed on the Boston Stock Exchange and included in the
Nasdaq Small Cap Market.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock
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The registrant is authorized to issue up to 10,000,000 shares of Common
Stock. As of the date hereof, there are 5,346,084 shares of Common Stock issued
and outstanding. To the Company's knowledge, these shares are held of record by
approximately 251 shareholders.
Holders of the Common Stock are entitled to dividends from funds legally
available therefore when, as and if declared by the Board of Directors of the
registrant, and to a pro rata share of all assets available for distribution
upon liquidation of the registrant. Holders of the Common Stock are entitled to
one vote for each share of Common Stock held of record on matters submitted to a
vote of the Company's shareholders. Holders of the Common Stock do not have
cumulative voting rights. The dividend, liquidation and voting rights of the
holders of the Common Stock are subject to and qualified by such rights, if any,
of the holders of any outstanding class of series of debt securities or
preferred stock.
Holders of the Common Stock do not have any preemptive, subscription or
conversion rights. There are no redemption or sinking fund provisions applicable
to the Common Stock in the registrant's Certificate of Incorporation. All shares
of Common Stock to be registered hereunder will be fully paid and nonassessable.
The transfer agent for the Common Stock is Continental Stock Transfer &
Trust Company, 2 Broadway, New York, New York 10004, telephone number (212)
509-4000.
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ITEM 2. EXHIBITS.
1. Certificate of Incorporation, as amended.*
2. Bylaws, as amended.*
3. Specimen common stock certificate.*
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* The foregoing exhibits are hereby incorporated by reference to the
exhibits filed by the registrant in its Registration Statement on Form N-2,
Registration No. 33-94322, under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, which was declared effective by the
Securities and Exchange Commission on October 26, 1995.
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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.
Dated: November 19, 1999
WINFIELD CAPITAL CORP.
By: /s/ Paul A. Perlin
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Name: Paul A. Perlin
Title: Chairman of the Board
and Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
1. Certificate of Incorporation, as amended.*
2. Bylaws, as amended.*
3. Specimen common stock certificate.*
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* The foregoing exhibits are hereby incorporated by reference to the
exhibits filed by the registrant in its Registration Statement on Form N-2,
Registration No. 33-94322, under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, which was declared effective by the
Securities and Exchange Commission on October 26, 1995.
