SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment 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
Fine Host Corporation
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(Exact name of registrant as specified in its charter)
Delaware 06-1156070
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3 Greenwich Office Park
Greenwich, CT 06831
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |_| box. |_|
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 $.05 per share
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(Title of Class)
NY2:\566643\01\C58301!.DOC\45377.0003
Item 1. Description of Registrant's Securities to be Registered.
Pursuant to an order, dated May 18, 1999, of the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court")
confirming the Second Amended Plan of Reorganization (the "Plan") of Fine Host
Corporation (the "Company"), (i) the Bankruptcy Court approved the Company's
Restated Certificate of Incorporation, which was filed with the Delaware
Secretary of State on May 27, 1999 (the "Restated Charter"), and (ii) the
Company's existing common stock, $.01 par value per share (the "Old Common
Stock"), was cancelled. Pursuant to the Restated Charter, (i) the par value of
the Company's capital stock was changed to $.05 per share, and (ii) the Company
is authorized to issue 20,000,000 shares, consisting of (a) 15,000,000 shares of
Common Stock, par value $.05 per share (the "New Common Stock"), and (b)
5,000,000 shares of Preferred Stock, par value $.05 per share.
In addition, pursuant to the Plan, the Company will issue
warrants to purchase an aggregate of 1,000,000 shares of New Common Stock to
holders of certain claims against the Company and the holders of the Company's
Old Common Stock. The warrants will have an exercise price of $13.16 per share,
and will be exercisable until May 27, 2001.
Item 2. Exhibits.
1. Restated Certificate of Incorporation of the Company, filed with the
Secretary of State of the State of Delaware on May 27, 1999.
2. Amended and Restated Bylaws of the Company.
3. Specimen of the Company's Common Stock Certificate.
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.
Date: June 10, 1999
FINE HOST CORPORATION
By: /s/ Ellen Keats
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Ellen Keats
Senior Vice President and Secretary
EXHIBIT INDEX
Exhibit
Number Description
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1 Restated Certificate of Incorporation of the Company, filed with the
Secretary of State of the State of Delaware on May 27, 1999.
2 Amended and Restated Bylaws of the Company.
3 Specimen of the Company's Common Stock Certificate.