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
FORCENERGY INC
(Exact name of registrant as specified in its charter)
Delaware 65-0429338
(State of Incorporation (I.R.S. Employer
or organization) Identification Number)
2730 SW 3rd Avenue
Miami, Florida 33129
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Rights to Purchase Junior Participating Preferred Stock, par value
$.01 per share
Title of Class
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.
The Board of Directors of Forcenergy Inc (the
"Company") has authorized the issuance of one preferred
share purchase right (a "Right") for each outstanding share
of common stock, par value $.01 per share (the "Common
Shares"), of the Company. The rights will be issued on
December 10, 1997 (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered
holder to purchase from the Company one one-thousandth of a
share of Junior Participating Preferred Stock, par value
$.01 per share (the "Preferred Shares"), of the Company, at
a price of $200.00 per one one-thousandth of a Preferred
Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated as of
November 26, 1997 between the Company and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights
Agent").
Detachment of Rights; Exercise. Initially, the Rights
will attach to all Common Share certificates representing
outstanding shares and no separate Right Certificate will be
distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier
of (i) 10 business days following a public announcement that
a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 20%
or more of the outstanding Voting Shares (as defined in the
Rights Agreement) of the Company, or (ii) 10 business days
following the commencement or announcement of an intention
to commence a tender offer or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of 20% or more of such
outstanding Voting Shares. For purposes of the definition
of an Acquiring Person, Forcenergy AB or any Successor
Entity (as defined in the Rights Agreement) shall not be
deemed to be an Acquiring Person.
Until the Distribution Date (or earlier redemption or
expiration of the Rights) (i) the Rights will be evidenced,
with respect to the Common Shares outstanding on
December 10, 1997, by the certificates representing such
Common Shares with a copy of the Summary of Rights to
Purchase Preferred Shares included as Exhibit 4 hereto (the
"Summary of Rights") attached thereto, (ii) the Rights will
be transferred with and only with the Common Shares,
(iii) new Common Share certificates issued after
December 10, 1997, upon transfer or new issuance of the
Common Shares, will contain a notation incorporating the
Rights Agreement by reference, and (iv) the surrender for
transfer of any certificates for Common Shares outstanding
as of December 10, 1997, even without such notation or a
copy of the Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate.
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As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights (the "Right
Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone
will thereafter evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on December 10, 2007 (the
"Final Expiration Date"), unless the Final Expiration Date
is extended or the Rights are earlier redeemed or exchanged
by the Company as described below.
If a person or group were to acquire 20% or more of the
Voting Shares of the Company, each Right then outstanding
(other than Rights beneficially owned by the Acquiring
Person which would become null and void) would become a
right to buy that number of Common Shares (or under certain
circumstances, the equivalent number of one one-thousandths
of a Preferred Share) that at the time of such acquisition
would have a market value of two times the Purchase Price of
the Right.
If the Company were acquired in a merger or other
business combination transaction or assets constituting more
than 50% of its consolidated assets or producing more than
50% of its earning power or cash flow were sold, proper
provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price of the Right,
that number of shares of common stock of the acquiring
company which at the time of such transaction would have a
market value of two times the Purchase Price of the Right.
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Preferred Shares. The dividend and liquidation rights,
and the non-redemption feature, of the Preferred Shares are
designed so that the value of one one-thousandth of a
Preferred Share purchasable upon exercise of each Right will
approximate the value of one Common Share. The Preferred
Shares issuable upon exercise of the Rights will be non-
redeemable and rank junior to all other series of the
Company's preferred stock. Each whole Preferred Share will
be entitled to receive a quarterly preferential dividend in
an amount per share equal to the greater of (i) $1.00 in
cash, or (ii) in the aggregate, 1,000 times the dividend
declared on the Common Shares. In the event of liquidation,
the holders of the Preferred Shares will be entitled to
receive a preferential liquidation payment equal to the
greater of (i) $1,000 per share, or (ii) in the aggregate,
1,000 times the payment made on the Common Shares. In the
event of any merger, consolidation or other transaction in
which Common Shares are exchanged for or changed into other
stock or securities, cash or other property, each whole
Preferred Share will be entitled to receive 1,000 times the
amount received per Common Share. Each whole Preferred
Share shall be entitled to 1,000 votes on all matters
submitted to a vote of the stockholders of the Company, and
Preferred Shares shall generally vote together as one class
with the Common Stock and any other capital stock on all
matters submitted to a vote of stockholders of the Company.
The offer and sale of the Preferred Shares issuable
upon exercise of the Rights will be registered with the
Securities and Exchange Commission and such registration
will not be effective until the Rights become exercisable.
<PAGE>
Antidilution and Other Adjustments. The number of one
one-thousandths of a Preferred Share or other securities or
property issuable upon exercise of the Rights, and the
Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.
The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise
of each Right are also subject to adjustment in the event of
a stock split of the Common Shares or a stock dividend on
the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Exchange Option. At any time after the acquisition by
a person or group of affiliated or associated persons (other
than Forcenergy AB or any Successor Entity) of beneficial
ownership of 20% or more of the outstanding Voting Shares of
the Company and before the acquisition by a person or group
of 50% or more of the outstanding Voting Shares of the
Company, the Board of Directors may, at its option, issue
Common Shares in mandatory redemption of, and in exchange
for, all or part of the then outstanding and exercisable
Rights (other than Rights owned by such person or group
which would become null and void) at an exchange ratio of
one Common Share (or one one-thousandth of a Preferred
Share) for each two Common Shares for which each Right is
then exercisable, subject to adjustment.
Redemption of Rights. At any time prior to the first
public announcement that a person or group (other than
Forcenergy AB or any Successor Entity) has become the
beneficial owner of 20% or more of the outstanding Voting
Shares, the Board of Directors of the Company may redeem all
but not less than all the then outstanding Rights at a price
of $0.01 per Right (the "Redemption Price"). The redemption
of the Rights may be made effective at such time, on such
basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon the
action of the Board of Directors ordering redemption of the
Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive
the Redemption Price.
<PAGE>
No Rights as Stockholder. Until a Right is exercised,
the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Amendment of Rights. The terms of the Rights may be
amended by the Board of Directors of the Company without the
consent of the holders of the Rights, including an amendment
to extend the Final Expiration Date, and, provided a
Distribution Date has not occurred, to extend the period
during which the Rights may be redeemed, except that after
the first public announcement that a person or group (other
than Forcenergy AB or any Successor Entity) has become the
beneficial owner of 20% or more of the outstanding Voting
Shares, no such amendment may materially and adversely
affect the interests of the holders of the Rights.
<PAGE>
The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, form of Certificate of
Designations of Junior Participating Preferred Stock, form
of Right Certificate, and the form of the Summary of Rights,
filed as exhibits hereto and incorporated by reference
herein.
Item 2. Exhibits.
1. Rights Agreement, dated as of November 26,
1997, between the Company and American Stock
Transfer & Trust Company, as Rights Agent,
specifying the terms of the Rights, which includes
the form of Certificate of Designation of Junior
Participating Preferred Stock as Exhibit A, the
form of Right Certificate as Exhibit B and the
form of the Summary of Rights to Purchase
Preferred Shares as Exhibit C.
2. Form of Certificate of Designation of Junior
Participating Preferred Stock (included as
Exhibit A to the Rights Agreement filed as
Exhibit 1 hereto) setting forth the terms of the
Junior Participating Preferred Stock, par value
$.01 per share.
3. Form of Right Certificate (included as
Exhibit B to the Rights Agreement filed as
Exhibit 1 hereto). Pursuant to the Rights
Agreement, printed Right Certificates will not be
delivered until as soon as practicable after the
Distribution Date.
4. Form of Summary of Rights to Purchase
Preferred Shares (included as Exhibit C to the
Rights Agreement filed as Exhibit 1 hereto) which,
together with certificates representing the
outstanding Common Shares of the Company, shall
represent the Rights prior to the Distribution
Date.
<PAGE>
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.
FORCENERGY INC
Date: December 4, 1997 By:________________________
Name:
Title:
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
1 Rights Agreement, dated as of May 27, 1997, between
the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, specifying the terms of the
Rights, which includes the form of Certificate of
Designation of Junior Participating Preferred Stock
as Exhibit A, the form of Right Certificate as
Exhibit B and the form of the Summary of Rights to
Purchase Preferred Shares and Bylaw Provision
Relating to Nominations and Stockholder Proposals as
Exhibit C.
2 Form of Certificate of Designation of Junior
Participating Preferred Stock (included as Exhibit A
to the Rights Agreement filed as Exhibit 1 hereto)
setting forth the terms of the Junior Participating
Preferred Stock, par value $.01 per share.
3 Form of Right Certificate (included as Exhibit B to
the Rights Agreement filed as Exhibit 1 hereto).
Pursuant to the Rights Agreement, printed Right
Certificates will not be delivered until as soon as
practicable after the Distribution Date.
4 Form of Summary of Rights to Purchase Preferred
Shares and Bylaw Provision Relating to Nominations
and Stockholder Proposals (included as Exhibit C to
the Rights Agreement filed as Exhibit 1 hereto)
which, together with certificates representing the
outstanding Common Shares of the Company, shall
represent the Rights prior to the Distribution Date.
