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
GENEVA STEEL HOLDINGS CORP.
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(Exact name of registrant as specified in its charter)
Delaware Pending
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
10 South Geneva Road, Vineyard, 84058
Utah
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(Address of principal executive (Zip Code)
offices)
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
Not Applicable Not Applicable
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.01 per share
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
GENERAL
The registrant, Geneva Steel Holdings Corp., is a newly-formed Delaware holding
company created under the plan of reorganization of Geneva Steel Company, a Utah
corporation. On February 1, 1999, Geneva Steel Company filed a petition for
relief under Chapter 11 of the Title 11 of the U.S. Code, (Case No. 99-21130
GEC) with the United States Bankruptcy Court, District of Utah, Central
Division. The Geneva Steel Company Third Amended Plan of Reorganization, as
modified, was approved by the court on November 22, 2000.
Under the plan, Geneva Steel Company's operations will be reorganized such that
Geneva Steel Company will become a wholly-owned subsidiary of the registrant.
The registrant is authorized to issue equity of Forty Million (40,000,000)
shares of common stock, par value $.01 per share, and ten million (10,000,000)
shares of preferred stock. Geneva Steel Company has applied to have its common
stock traded on the Nasdaq National Market System, subject to the satisfaction
of applicable listing requirements.
COMMON STOCK
The following is a summary of the rights of holders of shares of common stock.
Dividends; Liquidation Rights; No Preemptive Rights
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Holders of common stock:
(i) have equal and ratable rights to dividends from funds legally available
therefor when, as and if declared by the board of directors, subject to any
rights of the holders of preferred stock;
(ii) subject to any rights of the holders of preferred stock, are entitled to
share ratably in any distribution to holders of common stock upon liquidation;
and
(iii) do not have preemptive rights. The common stock will not be subject to
calls, assessments or rights of redemption by the registrant.
The outstanding shares of common stock are, and the shares to be issued in the
reorganization will be, fully paid and non-assessable. The common stock is
freely transferable. There are no provisions discriminating against any existing
or prospective holder of common stock as a result of a security holder owning a
substantial amount of securities.
Voting
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The holders of common stock are entitled to one vote per share on all matters
submitted to a vote of stockholders. Holders of shares of common stock will be
entitled to vote for the election of directors of the registrant and for all
other purposes.
Each share of the company's class A preferred stock converts into one share of
the company's common stock, subject to adjustment under circumstances described
in the preferred stock certificate of designation. Holders of the company's
class A convertible preferred stock vote together with the common stock, and
each share of class A convertible preferred stock has the number of votes it
would have if the preferred stock were converted into common stock - currently
on a one-for-one basis. So, currently each share of outstanding common stock and
each share of outstanding class A preferred stock has one vote per share.
Except as otherwise provided by law and as described below, the vote of the
holders of at least a majority of the outstanding shares of voting stock
present, in person or by proxy, at any regular or special meeting at which a
quorum is present will be required to take action. Under the certificate of
incorporation, any action required or permitted to be taken by the stockholders
of the registrant must be effected at a duly called annual or special meeting of
such stockholders and may not be effected by any consent in writing by such
stockholders.
Except as otherwise provided by law, the vote of the holders of at least
two-thirds of the outstanding shares of voting stock, voting together as a
class, will be required to amend, delete, adopt any provision inconsistent with
the following provisions in the certificate of incorporation:
(i) the terms of Article V of the certificate of incorporation - which article
covers the number, tenure, classification, removal of, and filling of vacancies
among, directors; and
(ii) the terms of Article VI of the certificate of incorporation - which article
provides that stockholder action must be taken at annual or special meeting of
stockholders and not by written consent, and provides that special meetings of
stockholders only may be called by the Chairman of the Board, President or the
Board of Directors;
(iii) the terms of Article VII of the certificate of incorporation - which
article requires that the vote of the holder of at least two-thirds of the
outstanding shares of voting stock, voting together as a class, will be required
to adopt, amend and repeal the by-laws;
Classified Board of Directors
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The initial board of directors of the registrant will consist of ten persons.
The board of directors is divided into three classes, with each class as nearly
equal in number as possible. Subject to the rights of the holders of any series
of preferred stock to elect directors, the number of directors will be fixed
from time to time exclusively according to a resolution adopted by a majority of
the entire board. The initial board of directors will be divided, with respect
to the time for which they severally hold office, into three classes - three
persons in the first class, with the term of office of that class of directors
to expire at the 2002 annual meeting of stockholders, three persons in the
second class of directors, with the term of office of that class of directors to
expire at the 2003 annual meeting of stockholders, and a third class of
directors, with the term of office of that class of directors to expire at the
2004 annual meeting of stockholders, with each director to hold office until his
or her successor is duly elected and qualified.
At each annual meeting of stockholders, commencing with the 2002 annual meeting,
(i) directors elected to succeed those directors whose terms then expire will be
elected for a term of office to expire at the third succeeding annual meeting of
stockholders after their election, with each director to hold office until his
or her successor is duly elected and qualified, and (ii) if authorized by a
resolution of the board of directors, directors may be elected to fill any
vacancy on the board of directors, regardless of how such vacancy is created.
Directors of the registrant will be selected by a plurality of the votes of the
shares entitled to vote in the election of directors.
Anti-takeover Provisions
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The following are various provisions of the registrant's certificate of
incorporation and bylaws that may be deemed to have an anti-takeover effect and
may delay, defer or prevent a tender offer or takeover attempt that a
stockholder might consider in its best interest, including those attempts that
might result in a premium over the market price for the shares held by
stockholders.
Although the board believes the anti-takeover provisions are beneficial to
stockholders, the existence of the anti-takeover provisions also may tend to
discourage open market purchases by a potential acquirer and some takeover bids.
As a result, the registrant's stockholders may be deprived of opportunities to
sell some or all of their shares at prices that are higher than prevailing
market prices. The anti-takeover provisions in theory may decrease the market
price of the registrant's common stock by making the stock less attractive to
persons who invest in securities in anticipation of price increases from
potential acquisition attempts. On the other hand, defeating undesirable
acquisition offers can be a very expensive and time-consuming process. To the
extent the anti-takeover provisions discourage undesirable proposals, we may be
able to avoid those expenditures of time and money.
The anti-takeover provisions may make it more difficult and time consuming for a
potential acquirer and existing stockholders to obtain control of the registrant
through replacing the registrant's board of directors and management. This is
the case even if a majority of the stockholders believes such replacement is in
the best interests of the registrant. As a result, the anti-takeover Provisions
may tend to perpetuate the incumbent board of directors and management.
A. Authorized Common Stock
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The registrant's certificate of incorporation authorizes the issuance of
up to 40,000,000 shares of its common stock. The registrant will issue on
or after the effective date of the plan, between 6,898,137 and 7,685,000
shares of common stock. After the reorganization, the registrant's board
of directors may authorize the issuance of additional shares of its common
stock without further action by its stockholders, unless such action is
required in a particular case by applicable laws or regulations or by any
stock exchange upon which its capital stock may be listed. The
registrant's certificate of incorporation does not provide preemptive
rights to its stockholders.
The authority to issue additional shares of the common stock provides the
registrant with the flexibility necessary to meet its future needs without
the delay resulting from seeking stockholder approval. The authorized but
unissued shares of common stock will be issuable from time to time for any
corporate purposes, including, without limitation, stock splits, stock
dividends, employee benefit and compensation plans, acquisitions, and
public or private sales for cash as a means of raising capital. Such
shares could be used to dilute the stock ownership of persons seeking to
obtain control of the registrant. In addition, the sale of a substantial
number of shares of the registrant's common stock to persons who have an
understanding with us concerning the voting of such shares, or the
distribution or declaration of a dividend of shares of its common stock to
stockholders, may have the effect of discouraging or increasing the cost
of unsolicited attempts to acquire control of the registrant.
B. Classified Board of Directors and Absence of Cumulative Voting
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The registrant's certificate of incorporation provides that its board of
directors is divided into three classes, with each class to be as nearly
equal in number as possible, described above. The effect of the registrant
having a classified board of directors is that only approximately
one-third of the members of the board are elected each year. Consequently,
two annual meetings are effectively required for the registrant
stockholders to change a majority of the members of the board.
Each stockholder is entitled to one vote for each share of its common
stock held and is not entitled to cumulative voting rights in the election
of directors. With cumulative voting, a stockholder would have the right
to cast a number of votes equal to the total number of such holders'
shares multiplied by the number of directors to be elected. The
stockholder would have the right to cast all of such holder's votes in
favor of one candidate or to distribute such holder's votes in any manner
among any number of candidates. Directors are elected by a plurality of
the total votes cast by all stockholders. With cumulative voting, it may
be possible for minority stockholders to obtain representation on the
board of directors. Without cumulative voting, the holders of more than
50% of the shares of the registrant's common stock generally have the
ability to elect 100% of the directors. As a result, the holders of the
remaining common stock effectively may not be able to elect any person to
the board of directors. The absence of cumulative voting, therefore, could
make it more difficult for a stockholder who acquires less than a majority
of the shares of the registrant's common stock to obtain representation on
its board of directors.
C. Special Meetings of Stockholders
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Special meetings of stockholders of the registrant may be called only by
the chairman of the board or president of the registrant or the board of
directors of the registrant pursuant to a resolution approved by a
majority of the entire such board of directors which the registrant would
have if there were no vacancies.
D. Actions by Stockholders without a Meeting
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The registrant's certificate of incorporation provides that any action
required or permitted to be taken by its stockholders must be effected at
a duly called meeting of stockholders and may not be effected by any
written consent by the stockholders. These provisions would prevent
stockholders from taking action, including action on a business
combination, except at an annual meeting or special meeting called by the
board of directors or the president, even if a majority of the
stockholders were in favor of such action.
E. Super Majority Voting Provisions
--------------------------------
As discussed above, except as otherwise provided by law, the vote of the
holders of at least two-thirds of the outstanding shares of voting stock,
voting together as a class, will be required to amend, delete, adopt any
provision inconsistent with the following provisions in the certificate of
incorporation:
(i) the terms of Article V of the certificate of incorporation - which
article covers the number, tenure, classification, removal of, and filling
of vacancies among, directors; and
(ii) the terms of Article VI of the certificate of incorporation - which
article provides that stockholder action must be taken at annual or
special meeting of stockholders and not by written consent, and provides
that special meetings of stockholders only may be called by the Chairman
of the Board, President or the Board of Directors;
(iii) the terms of Article VII of the certificate of incorporation - which
article requires that the vote of the holder of at least two-thirds of the
outstanding shares of voting stock, voting together as a class, will be
required to adopt, amend and repeal the by-laws;
F. Removal of Directors
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Under the registrant's certificate of incorporation, any director or the
entire board of directors may be removed only for cause and only by the
affirmative vote of the holders of at least two-thirds of the registrant's
voting stock.
OTHER AUTHORIZED CLASSES OF SECURITIES: PREFERRED STOCK
Geneva Steel Holdings Corp. will on the effective date of its plan of
reorganization commence a rights offering of rights to purchase 2,315,000
shares of its class A convertible preferred stock.
The holders of the shares of class A convertible preferred stock are entitled to
receive dividends at twelve percent (12%) per annum per share of class A
convertible preferred stock. Eight percent (8%) of the dividend will be paid in
cash and four percent (4%) of the dividend will be paid in shares of common
stock at a value based on the fair market value of such shares. In the event
cash dividends cannot be paid, or there are no funds legally available for such
payment, such cash dividends will be paid to the extent allowed by law by the
issuance of fully paid and nonassessible shares of common stock equal to (i)
1.85% (ii) multiplied by the number of outstanding shares of common stock and
class A convertible preferred stock (iii) multiplied by a fraction, the
numerator of which is the number of outstanding shares of class A convertible
preferred stock and the denominator of which is 2,315,000. In the event cash
dividends are only partially paid, then the remainder will be paid to the extent
allowed by law, by issuing fully paid and nonassessible shares of common stock
equal to the percent of the cash dividends not paid multiplied by (i) 1.85% (ii)
multiplied by the number of outstanding shares of common stock and class A
convertible preferred stock (iii) multiplied by a fraction, the numerator of
which is the number of outstanding shares of class A convertible preferred stock
and the denominator of which is 2,315,000. For purposes of the four-percent
dividend, fair market value is determined based on the closing price of the
shares of the Nasdaq Network Market System or market on which the shares are
traded for the thirty (30) business days ending on the fifth (5th) business day
before the dividend payment date.
The holders of the shares of class A preferred stock are entitled to receive
dividends and dividends in arrears before they are declared and paid upon or set
aside for the common stock. In the event of any liquidation, dissolution or
winding up of the registrant, whether voluntary or involuntary, the holder of
any share of class A preferred stock will be entitled to be paid out of the
assets of the registrant available for distribution to its stockholders, whether
from capital, surplus or earnings, before any payment will be made to the
holders of any common stock, an amount equal to the liquidation preference for
each share of class A preferred stock held by such holder.
Holders of shares of class A preferred stock will be entitled to vote, together
with the holders of shares of common stock as a single class. Each share of
class A preferred stock will entitle the holder to such number of votes per
share as will equal the number of full and fractional shares of common stock
into which each share of class A preferred stock is then convertible upon
application of a conversion ratio then in effect.
All, none or any portion of the 2,315,000 shares of class A convertible
preferred stock may be purchased under the rights offering.
Additionally, the registrant's board of directors may provide for the issuance
of preferred stock in one or more classes or series, and may fix for each such
class or series such voting powers, full or limited, or no voting powers, and
such designations, preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
will be stated and expressed in the resolution or resolutions adopted by the
board of directors providing for the issuance of such class or series. The
shares of any series of preferred stock will be, when issued, fully paid and
nonassessible.
ITEM 2. EXHIBITS.
2.1 Geneva Steel Company's Third Amended Plan of Reorganization, as
modified, under Chapter 11 of the Bankruptcy Code.
3.1 Form of Amended and Restated Certificate of Incorporation of the
Registrant, to be filed with the Secretary of State of the State of
Delaware.
3.2 Form of Amended and Restated By-laws of the Registrant.
3.3 Form of Certificate of Designation for Class A Convertible Preferred
Stock of Registrant.
4.1 Specimen of Common Stock Certificate.
99.1 Confirmation Order
EXHIBIT INDEX
Exhibit
2.1 Geneva Steel Company's Third Amended Plan of Reorganization, as
modified, under Chapter 11 of the Bankruptcy Code.
3.1 Form of Amended and Restated Certificate of Incorporation of the
Registrant, to be filed with the Secretary of State of the State of
Delaware.
3.2 Form of Amended and Restated By-laws of the Registrant.
3.3 Form of Certificate of Designation for Class A Convertible Preferred
Stock of Registrant.
4.1 Specimen of Common Stock Certificate.
99.1 Confirmation Order
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
on Form 8-A to be signed on its behalf by the undersigned, thereto duly
authorized.
GENEVA STEEL HOLDINGS CORP.
Dated: November 29, 2000 By: /s/ Ken Johnsen
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Name: Ken Johnsen
Title: Executive Vice President