SECURITIES AND EXCHANGE COMMISSION
FORM 8-A
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
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AMERAC ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2181442
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1201 LOUISIANA, SUITE 3350, HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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 to be registered
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Common Stock, $.05 Par Value American Stock Exchange
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
Instructions A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(TITLE OF CLASS)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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(a) Common Stock. The Certificate of Incorporation of Amerac
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Energy Corporation ("Registrant"), as amended on November 20, 1996, authorizes
the issuance of 20,000,000 shares of common stock, $.05 par value per share
("Common Stock"). As of the date of this Registration Statement, there were
3,885,588 shares issued and outstanding.
Each share of Common Stock entitles the holder thereof to one vote
on all matters on which holders are permitted to vote. No shareholder has any
preemptive right or other similar rights to purchase or subscribe for any
additional securities issued by the Registrant, and no shareholder has any right
to convert Common Stock into other securities. All outstanding Common Stock
issued is fully paid and nonassessable. No shares are subject to redemption or
to any sinking fund provisions.
The holders of shares of Common Stock are entitled to dividends when,
as and if declared by the Board of Directors from funds legally available
therefore and, upon liquidation, to a pro rata share in any distribution to
shareholders.
The Certificate of Incorporation of the Registrant also authorizes
issuance of 10,000,000 shares of preferred stock, $1.00 par value per share
("Preferred Stock"). There are no shares of Preferred Stock currently
outstanding; however, the Board of Directors of the Registrant, in its
discretion, has authority to issue in series, from time to time, such shares for
such consideration as it may determine appropriate. In addition, the Board of
Directors has authority, by filing a certificate of designations pursuant to the
applicable law of the State of Delaware, to establish, from time to time, the
number to be included in such series, and to fix the designations, powers,
preferences, and rights of each such series and the qualifications, limitations
or restrictions thereof. Upon any such issuance, the rights evidenced by, or
amounts payable with respect to, shares of Common Stock may be materially
limited or qualified by the shares of Preferred Stock so issued.
Unless approved by a majority of disinterested directors of the
Registrant, the Registrant's Certificate of Incorporation requires the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of all the outstanding shares of capital stock of the Registrant
entitled to vote to approve specific corporate transactions, such as merger,
sale, lease, exchange, liquidation, dissolution, reclassification and issuance
of securities in particular situations where the party benefitting from or
proposing such transaction is the beneficial owner, assignee or affiliate of the
Registrant holding more than ten percent (10%) of the voting power of the
outstanding stock entitled to vote.
(b) Warrants and Rights. 154,175 shares of Common Stock, $0.05 par
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value may be issued upon the exercise of warrants issued under a private
placement of Common Stock by the Registrant in November 1996 and warrants
expected to be issued pursuant to an Exploitation Agreement dated effective as
of January 1, 1997 ("Warrants").
Each Warrant entitles the registered holder ("Warrant Holder") to
purchase a designated number of shares of Common Stock at an exercise price of
$5.76 per share, subject to adjustment (the "Warrant Price"), at any time after
issuance up to and including 5:00 p.m. New York City time,
November 18, 1999, in accordance with the terms of the Warrants and the
applicable Warrant Agreement.
The Warrant Price and the number of shares of Common Stock purchasable
upon the exercise of each Warrant are subject to adjustment in certain events,
including (a) the payment of certain dividends or distributions in shares of
Common Stock to holders of Common Stock and (b) certain combinations,
subdivisions or reclassifications of Common Stock. In addition, if shares of any
class of capital stock of the Registrant (other than Common Stock) are issued by
way of a stock dividend, each Warrant Holder shall be entitled to receive, upon
exercise of a Warrant, as nearly as practicable, the same number of shares of
dividend stock which the Warrant Holder would have been entitled to receive had
the Warrant Holder's Warrant been exercised immediately prior to such stock
dividend.
Warrants to acquire a total of 104,175 shares of Common Stock were
issued and outstanding as of the date of this Registration Statement.
ITEM 2. EXHIBITS.
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Registrant has no securities presently registered on the American Stock
Exchange ("Exchange"); therefore, no exhibits need to be filed with, or
incorporated by reference in the copy of this Registration Statement filed with
the Securities and Exchange Commission ("Commission"). The following exhibits
have been filed with the copy of this Registration Statement filed with the
Exchange:
1. Copies of the last annual report filed pursuant to Section 13
of the Act:
Form 10-K for fiscal year ended December 31, 1995.
2. Copies of all current, quarterly or semi-annual reports filed
pursuant to Section 13 of the Act since the end of the fiscal year covered by
the annual report filed pursuant to 1 above:
Form 10-QSB for the quarter ended March 31, 1996;
Form 10-QSB for the quarter ended June 30, 1996;
Form 10-QSB for the quarter ended September 30, 1996;
Form 8-K dated October 31, 1996;
Form 8-KA dated October 31, 1996; and
Form 8-K dated December 3, 1996.
3. Copies of proxy statements for annual meeting of shareholders
held on July 11, 1996 and for special meeting of shareholders held on November
20, 1996 filed with the Commission pursuant to Section 14 of the Act;
4. Copies of the charter and bylaws of the Registrant; and
5. Specimen share certificate of Registrant's Common Stock.
SIGNATURE
Pursuant to Section 12 of the Securities and Exchange Act of 1934,
the Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Amerac Energy Corporation
By: /s/ Richard B. Hallett
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Richard B. Hallett
Vice President, Chief Financial
Officer and Secretary