UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Forbes Energy Services Ltd.
(Exact name of registrant as specified in its charter)
Texas | 26-1686176 | |
(State of incorporation or organization) | (I.R.S. Employer Identification Number) | |
3000 South Business Highway 281 Alice, Texas | 78332 | |
(Address of principal executive offices) | (Zip code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
Common Stock, $0.04 par value per share, and associated rights to purchase Series A Junior Participating Preferred Stock | The NASDAQ Stock Market LLC |
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), check the following box. x
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), check the following box. ¨
Securities Act registration statement file number to which this form relates (if applicable): 333-170741
Securities to be registered pursuant to Section 12(g) of the Act: None
EXPLANATORY NOTE
This amendment hereby amends the registration statement on Form 8-A filed with the Securities and Exchange Commission on August 12, 2011, by supplementing Items 1 and 2 below with the following.
Item 1. | Description of Securities to be Registered |
On July 8, 2013, the Company and CIBC Mellon Trust Company, as rights agent, entered into an Amendment to the Rights Agreement, or the Amendment, that increased the beneficial ownership triggering threshold under the Company’s Rights Plan from 15% to 20%, by amending the definition of “Acquiring Person” and certain exhibits thereto. All other terms and provisions of the Company’s Rights Plan remain unchanged.
This description is qualified in its entirety by reference to the text of the Amendment, which is filed herewith as Exhibit 4.1 and is incorporated herein by this reference.
Item 2. | Exhibits |
Exhibit Number | Description of Exhibit | |
4.1 | Amendment to Rights Agreement dated as of July 8, 2013 between Forbes Energy Services Ltd. and CIBC Mellon Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 8, 2013). |
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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.
FORBES ENERGY SERVICES LTD. | ||
By: | /s/ L. Melvin Cooper | |
L. Melvin Cooper | ||
Senior Vice President and Chief Financial Officer |
Date: July 8, 2013
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INDEX TO EXHIBITS
Exhibit Number | Description of Exhibit | |
4.1 | Amendment to Rights Agreement dated as of July 8, 2013 between Forbes Energy Services Ltd. and CIBC Mellon Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 8, 2013). |
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