FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CLUCKCORP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Texas 76-0406417
(State (jurisdiction) of (IRS Employer Identification
incorporation or organization) Number)
1250 NE Loop 410
Suite 335
San Antonio, Texas
(210) 824-2496 78209
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act: (i) $.01 Par
Value Common Stock and (ii) Redeemable Common Stock Purchase Warrants.
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DESCRIPTION OF SECURITIES
ITEM 1. Description of Registrant's Securities To Be Registered
Common Stock
The Company is authorized to issue up to 10,000,000 shares of Common Stock,
$.01 par value per share ("Common Stock"). The holders of Common Stock are
entitled to one vote for each share held of record on all matters to be voted on
by stockholders. There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the shares
voting for the election of directors can elect all of the directors then up for
election. The holders of Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of the Company,
the holders of Common Stock are entitled to share ratably in all assets
remaining which are available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, if any,
having preference over the Common Stock. Holders of shares of Common Stock, as
such, have no conversion, preemptive or other subscription rights, and there are
no redemption provisions applicable to the Common Stock. All of the outstanding
shares of Common Stock are fully paid and nonassessable.
Redeemable Common Stock Purchase Warrants
Each Warrant represents the right to purchase one share of Common Stock at
an initial exercise price of $4.00 per share until July 9, 2001. The exercise
price and the number of shares issuable upon exercise of the Warrants are
subject to adjustment in certain events, including the issuance of Common Stock
as a dividend on shares of Common Stock, subdivisions or combinations of the
Common Stock or similar events. The Warrants do not contain provisions
protecting against dilution resulting from the sale of additional shares of
Common Stock for less than the exercise price of the Warrants or the current
market price of the Registrant's securities.
Warrants may be redeemed, in whole or in part, at the option of the
Registrant, upon 30 days' notice, at a redemption price equal to $.01 per
Warrant at any time after July 9, 1997 if the closing price of the Registrant's
Common Stock on NASDAQ averages at least $8.00 per share for a period of 20
consecutive trading days.
Holders of Warrants may exercise their Warrants for the purchase of shares
of Common Stock only if a current prospectus relating to such shares is then in
effect and only if such shares are qualified for sale, or deemed to be exempt
from qualification, under applicable state securities laws. The Registrant is
required to use its best efforts to maintain a current Prospectus relating to
such shares of Common Stock at all times when the market price of the Common
Stock exceeds the exercise price of the Warrants until the expiration date of
the Warrants, although there can be no assurance that the Registrant will be
able to do so.
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The shares of Common Stock issuable on exercise of the Warrants will be,
when issued in accordance with the Warrants, fully paid and non-assessable. The
holders of the Warrants have no rights as stockholders until they exercise their
Warrants.
For the life of the Warrants, the holders thereof have the opportunity to
profit from a rise in the market for the Company's Common Stock, with a
resulting dilution in the interest of all other stockholders. So long as the
Warrants are outstanding, the terms on which the Registrant could obtain
additional capital may be adversely affected. The holders of such Warrants might
be expected to exercise them at a time when the Registrant would, in all
likelihood, be able to obtain any needed capital by a new offering of securities
on terms more favorable than those provided by such Warrants.
ITEM 2. Exhibits
I. 1.1 Specimen Certificate of $.01 Par Value Common Stock
II. No such securities are to be registered.
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.
CLUCKCORP INTERNATIONAL, INC.
By /S/ D.W. GIBBS
-------------------------------
D.W. Gibbs
Chief Executive Officer
Date: October 7, 1996
CLUCKCORP INTERNATIONAL INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 189478 10 0
THIS CERTIFIES THAT
Is The Owner Of
fully paid and non-assessable Common Shares of
CLUCKCORP INTERNATIONAL, INC.
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be subject to the provisions of the Articles of Incorporation, to all of
which the holder by acceptance hereby assents. This Certificate is not valid
unless duly countersigned by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
the facsimile signatures of its duly authorized officers and to be sealed with
the facsimile seal of the Corporation.
Dated:
/S/ STEVES ROSSER /S/ D.W. GIBBS
-------------------------------- -------------------------------
SECRETARY PRESIDENT
[GRAPHIC OF CORPORATE SEAL OMITTED]
COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
370 - 17th Street, Suite 2350, Denver, Colorado 80202
By:
--------------------------------------------------
Transfer Agent and Registrar Authorized Officer
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Each Warrant entitled the Warrant Holder to purchase one share of Common Stock
at $4.00 per share. The Warrants may not be exercised unless a current
registration statement under the Securities Act of 1933, as amended, is
effective or an exemption from such registration is available. The Warrants may
not be exercised unless such exercise, and the issuance of the underlying Common
Stock, can be effected in compliance with applicable state securities laws. The
Warrants are subject to redemption and may not be exercised after the redemption
date.
Number CLUCKCORP Warrants
W- INTERNATIONAL, INC.
CUSIP 189478 11 8
WARRANT CERTIFICATE
This Warrant Certificate certifies that
or registered assigns (the "Warrant Holder"), is the registered owner of the
above-indicated number of Warrants ("Warrants") expiring at 5:00 p.m., Denver,
Colorado time on July 12, 2001 (the "Expiration Date"). Each Warrant entitled
the Warrant Holder to purchase from CluckCorp International, Inc. (the
"Company"), a Texas corporation, at any time before the Expiration Date, one
fully paid and non-assessable share of Common Stock of the Company at a purchase
price of $4.00 per share (the "Exercise Price") upon surrender of this Warrant
Certificate, with the exercise form hereon duly completed and executed, with
payment of the Exercise Price, at the principal office of the Company, but
subject to the conditions set forth herein and in the Warrant Agreement
hereafter defined. All unexercised Warrants may be redeemed by the Company upon
30 calendar days prior written notice to registered Warrant Holders subject to
certain conditions set forth in the agreement (the "Warrant Agreement") between
the Company and Corporate Stock Transfer, Inc. (the "Warrant Agent"). No Warrant
may be exercised after such 30-day period. The Exercise Price, the number of
shares purchasable upon exercise of each Warrant, the number of Warrants
outstanding and the Expiration Date are subject to adjustments upon the
occurrence of certain events set forth in the Warrant Agreement. Reference is
hereby made to the provisions of the Warrant Agreement, all of which are hereby
incorporated by reference herein and made a part of this Warrant Certificate and
which shall for all purposes have the same effect as though fully set forth at
this place.
Upon due presentment for transfer of this Warrant Certificate at the office
of the Company a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants, subject to any
adjustments made in accordance with the Warrant Agreement, shall be issued to
the transferee in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement.
The Warrant Holder may exercise all or any whole number of such Warrants in
the manner stated hereon and in the Warrant Agreement. The Exercise Price shall
be payable in lawful money of the United States of America in cash or by
certified or cashier's check or bank draft payable to the order of the Company.
Upon any exercise of any Warrants evidenced by this Warrant Certificate in an
amount less than the number of Warrants so evidenced, there shall be issued to
the Warrant Holder a new Warrant Certificate evidencing the number of Warrants
not so exercised. No adjustment shall be made for any dividends to any shares
issued upon exercise of this Warrant. No Warrant may be exercised after 5:00
p.m., Denver, Colorado time, on the Expiration Date, and any Warrant not
exercised by such time shall become void.
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COPIES OF THE WARRANT AGREEMENT, WHICH DEFINES THE RIGHTS, RESPONSIBILITIES
AND OBLIGATIONS OF THE COMPANY AND THE WARRANT HOLDERS, ARE ON FILE WITH THE
WARRANT AGENT. ANY WARRANT HOLDER MAY OBTAIN A COPY OF THE WARRANT AGREEMENT,
FREE OF CHARGE, BY A REQUEST TO THE PRINCIPAL OFFICE OF THE WARRANT AGENT.
The Company may deem and treat the registered holder hereof as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or
other writing hereon made by anyone) for all purposes and the Company shall not
be affected by any notice to the contrary. No Warrant Holder, as such, shall
have the rights of a stockholder of the Company, either at law or in equity, and
the rights of the Warrant Holder, as such, are limited to those rights expressly
provided in the Warrant Agreement and in the Warrant Certificate.
The Company shall not be required to issue fractions of Warrants upon any
adjustment or to issue fractions of shares upon the exercise of any Warrants
after any such adjustment, but the Company, in lieu of issuing any such
fractional interest shall pay an amount in cash equal to such fraction times the
current market value of one Warrant or one share, as the case may be, determined
in accordance with the Warrant Agreement.
The Warrants represented by this Certificate may not be exercised by a
Warrant Holder unless at the time of exercise the underlying shares of Common
Stock are qualified for sale, by registration or otherwise, in the state where
the Warrant Holder resides or unless the issuance of the shares of Common Stock
would be exempt from such qualification under applicable state securities laws.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
signed by its President and by its Secretary, each by a facsimile of said
officers' signatures, and has caused a facsimile of its corporate seal to be
imprinted hereon.
Dated:
CLUCKCORP INTERNATIONAL, INC.
A Texas Corporation
Countersigned and Regitered:
CORPORATE STOCK TRANSFER, INC.
Warrant Agent and Registrar By: /S/ D.W. GIBBS
----------------------------
President
By:
-------------------------------
Authorized Signature
By: /S/ STEVES ROSSER
---------------------------
Secretary
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CLUCKCORP INTERNATIONAL, INC.
ASSIGNMENT
(Form of Assignment to Be Executed If the Warrant Holder Desires
to Transfer Warrants Evidenced Hereby)
FOR VALUE RECEIVED,......................................hereby sells, assigns,
and transfers to...............................................................
...............................................................................
(Please print name and address including ZIP code)
...............................................................................
...............................................................................
(Please insert social security, federal tax ID number
or other identifying number)
.....................Warrants represented by this Warrant Certificate and does
hereby irrevocably constitute and appoint.....................................
Attorney, to transfer said Warrants on the books of the Company with full power
of substitution in the premises.
Dated:................
Signature..............................
(Signature must conform in all respects
to name of holder as specified on the
face of this Warrant Certificate.)
Signature Guaranteed:
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NOTE: Any transfer or assignment of this Warrant Certificate is subject to
compliance with the restrictions on transfer imposed under the Warrant
Agreement.
EXERCISE
(Form of Exercise to be executed if the Warrant Holder Desires
to Exercise Warrants Evidenced Hereby)
TO THE COMPANY:
The undersigned hereby irrevocably elects to exercise ..........Warrants
represented by this Warrant Certificate and to purchase thereunder the full
number of shares of Common Stock issuable upon exercise of said Warrants and
encloses $.......... as the purchase price therefor, and requests that
certificates for such shares shall be issued in the name of, and cash for any
fractional shares shall be paid to,
- --------------------------------------------------------------------------------
(Please insert social security or other identifying number)
- --------------------------------------------------------------------------------
(Please print name and address including ZIP code)
- --------------------------------------------------------------------------------
and, if said number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the unexercised nubmer
of Warrants shall be issued to the Warrant Holder.
Dated:............................... Signature..........................
(Signature must conform in all
respects to name of holder as
specified on the face of this
Warrant Certificate.)
Signature Guaranteed:
- -------------------------------------
IMPORTANT: Signature guaranteed must be made by a participant of STAMP or
another signature guarantee program acceptable to the Securities and
Exchange Commission, the Securities Transfer Association and the
Transfer Agent of the Company or the Company.
