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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 3
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 or organization) (I.R.S. Employer
Identification Number)
2730 SW 3rd Avenue, Suite 800
Miami, Florida 33129-2356
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Rights to Purchase Junior New York Stock Exchange
Participating Preferred Stock,
par value $.01 per share
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
Item 1 of the registrant's Form 8-A is hereby amended as follows:
The Company has amended its Stockholder Rights Plan providing that
rights under the plan will now become exercisable if a person or group acquires
15% or more of Forcenergy's outstanding voting stock or announces a tender or
exchange offer that would result in ownership of 15% or more of Forcenergy's
stock. Formerly, the plan provided for a threshold percentage of 20% of the
outstanding voting common stock. In addition, as a result of the acquisition of
Forcenergy AB ("FAB") by the Company, the plan has been amended to delete
references to FAB and its successors as being excluded from the plan's effect.
The Stockholder Rights Plan now applies to all stockholders of Forcenergy.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement on Form 8-A,
which constitute all constituent instruments defining the rights of the holders
of the Company's Common Stock, including any contracts or other documents which
limit or qualify the rights of such holders, are either filed herewith or are
incorporated by reference from the documents specified, which have been filed
with the Securities and Exchange Commission.
*1. Amended and Restated Certificate of Incorporation of the Company
dated July 25, 1995. (Filed as Exhibit 3.1 to the Quarterly Form
on 10-Q filed on November 14, 1995 for the nine month period
ending September 30, 1995 and is included herein by reference
(File No. 0-26444)) and Amendment No. 1 thereto filed with
Amendment No. 2 to Form S-1 filed on June 6, 1996 and is included
herein by reference (File No. 333-4600).
*2. Bylaws of the Company. (Filed as Exhibit 3.2 to the Registration
Statement on Form S-1 filed on June 2, 1995, as amended on July
6, 1995 and July 25, 1995 and is included herein by reference
(File No. 33-93020)).
*3. Specimen Common Stock certificate. (Filed as Exhibit 4.1 to the
Registration Statement on Form S-1 on June 2, 1995, as amended on
July 6, 1995 and July 25, 1995 and is included herein by
reference (File No. 33-93020)).
*4. 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, including 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. ("Included as Exhibit 2 to the Company's
Form 8-A filed with the Commission on December 5, 1997).
*5. Form of Certificate of Designation of Junior Participating
Preferred Stock setting forth the terms of the Junior
Participating Preferred Stock, par value $.01 per share.
(Included as Exhibit 2 to the Company's Form 8-A filed with the
Commission on December 5, 1997).
6. Amendment to the Forcenergy Inc Stockholder Rights Agreement.
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*Previously filed
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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.
FORCENERGY INC
Date: May 28, 1998
By: /s/ E. Joseph Grady
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Name: E. Joseph Grady
Title: Vice President - Chief
Financial Officer
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EXHIBIT 6
AMENDMENT TO THE
FORCENERGY INC STOCKHOLDER
RIGHTS AGREEMENT
WHEREAS, Forcenergy Inc (the "Company") has adopted the Forcenergy Inc
Stockholder Rights Agreement (the "Rights Agreement"); and
WHEREAS, Section 29 of the Rights Agreement permits the Company to
amend the Rights Agreement; and
WHEREAS, the Board of Directors of the Company on February 27, 1998,
authorized the Company to amend the Rights Agreement in certain respects.
NOW THEREFORE, the Rights Agreement is hereby amended as follows:
1. All references to "20%" are deleted and "15%" is inserted in
its stead.
2. The definition of "Acquiring Person" in Section 1 is amended
to read in its entirety as follows:
"Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15% or more of the Voting
Shares of the Company then outstanding, but shall not
include the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any subsidiary
of the Company or any trustee of or fiduciary with respect
to any such plan when acting in such capacity.
Notwithstanding the foregoing, (i) no Person shall become
an "Acquiring Person" as the result of an acquisition of
Voting Shares by the Company which, by reducing the number
of shares outstanding, increases the proportionate number
of shares beneficially owned by such Person to 15% or more
of the Voting Shares of the Company then outstanding;
provided, however, that, if a Person shall become the
Beneficial Owner of 15% or more of the Voting Shares of the
Company then outstanding by reason of share purchases by
the Company and shall, after such share purchases by the
Company and at a time when such Person is the Beneficial
Owner of 15% or more of the Voting Shares of the Company
then outstanding, become the Beneficial Owner of any
additional Voting Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person"; and (ii) if
the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an "Acquiring
Person," as defined pursuant to the foregoing provisions of
this paragraph (a), has become such inadvertently, and such
Person divests as promptly as practicable a sufficient
number of Common Shares so that such Person would no longer
be an "Acquiring Person," as defined pursuant to the
provisions of this paragraph (a), then such Person shall
not be deemed to be an "Acquiring Person" for any purpose
of this Agreement.
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3. The definitions of "Forcenergy AB" and "Successor Entity"
contained in Section 1 are deleted in their entirety.
4. The reference to "Forcenergy AB" in the last sentence in
Section 29 is hereby deleted.
5. Except to the extent hereinabove set forth, the Rights
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested on the 5th day of May, 1998.
FORCENERGY INC
ATTEST: /s/ Thomas F. Getten
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Thomas F. Getten
Secretary
By: /s/ Stig Wennerstrom
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Name: Stig Wennerstrom
Title: President
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
ATTEST: /s/ Susan Silber
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Assistant Secretary By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
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