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
Hagler Bailly, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 54-1759180
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
1530 Wilson Boulevard, Suite 900, Arlington, VA 22209
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(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
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c)(1) simultaneously with the
please check to the following effectiveness of a concurrent
box. / / 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(b) of the Act:
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
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(Title of class)
Item 1. Description of Registrant's Securities To Be
Registered.
Registrant's Common Stock, par value $.01, is described under
the caption "Description of Capital Stock - Common Stock" at page 49 of the
Registrant's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, on February
20, 1997 (the "Registration Statement"). A copy of page 49 of the Registration
Statement is filed herewith and the description of the Common Stock is
incorporated herein by reference.
Item 2. Exhibits.
Exhibit Description
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1 Amended and Restated Articles of
Incorporation of Hagler Bailly, Inc.
(Incorporated by reference to Exhibit 3.1 of
the Registration Statement).
2 Amended and Restated Bylaws of Hagler
Bailly, Inc. (Incorporated by reference to
Exhibit 3.2 of the Registration Statement).
3 Specimen Common Stock Certificate of Hagler
Bailly, Inc. (Incorporated by reference to
Exhibit 4.1 of the Registration Statement).
4 Portion of page 49 of the Registration Statement
containing the section entitled "Description
of Securities - Common Stock."
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized.
HAGLER BAILLY, INC.
Date: February 20, 1997 By: /s/ Henri-Claude Bailly
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Henri-Claude A. Bailly
President and Chief
Executive Officer
Exhibit Index
Exhibit
Number Description Page
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1. Amended and Restated Articles of
Incorporation of Hagler Bailly, Inc.
(Incorporated by reference to Exhibit
3.1 of the Registration Statement).
2. Amended and Restated Bylaws of Hagler
Bailly, Inc. (Incorporated by reference
to Exhibit 3.2 of the Registration
Statement).
3. Specimen Common Stock Certificate of
Hagler Bailly, Inc. (Incorporated by
reference to Exhibit 4.1 of the
Registration Statement).
4. Portion of page 49 of the Registration 4
Statement containing the section entitled
"Description of Securities - Common Stock."
Exhibit 4
DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of the Company consists of 20,000,000
shares of Common Stock, par value $.01 per share, and 5,000,000 shares of
Preferred Stock, par value $.01 per share (the "Preferred Stock"). Prior to the
consummation of the Offering, the Company will have outstanding 5,041,663 shares
of Common Stock and no shares of Preferred Stock. Upon completion of the
Offering, the Company will have outstanding 7,541,663 shares of Common Stock and
no shares of Preferred Stock. As of February 10, 1997, there were 22 record
holders of Common Stock.
Common Stock
Holders of Common Stock are entitled to one vote per share for the
election of directors and all other matters submitted for stockholder vote,
except matters submitted to the vote of another class or series of shares.
Holders of Common Stock are not entitled to cumulative voting rights. Therefore,
the holders of a majority of the shares voting for the election of directors can
elect all of the directors if they choose to do so. The holders of Common Stock
are entitled to dividends in such amounts and at such times, if any, as may be
declared by the Board of Directors out of funds legally available therefor. The
Company has not paid any dividends on its Common Stock and does not anticipate
paying any cash dividends on such stock in the foreseeable future. See "Dividend
Policy." Upon liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to share ratably in all net assets available for
distribution to stockholders after payments to creditors. The Common Stock is
not redeemable and has no preemptive or conversion rights.
The rights of the holders of Common Stock are subject to the rights of
the holders of any Preferred Stock which may, in the future, be issued. All
outstanding shares of Common Stock are, and the shares of Common Stock to be
sold by the Company in this offering when issued will be, duly authorized,
validly issued, fully paid and nonassessable.
Preferred Stock
Upon or after the closing of the Offering, the Company will have the
authority to issue up to 5,000,000 shares of Preferred Stock in one or more
series and to fix and determine the relative rights, preferences and limitations
of each class or series so authorized without any further vote or action by the
stockholders. The Board of Directors may issue Preferred Stock with voting and
conversion rights which could adversely affect the voting power of the holders
of Common Stock and have the effect of delaying or preventing a change in the
control of the Company. As of the date of this Prospectus, no shares of
Preferred Stock are outstanding. The Company has no current intention to issue
any shares of Preferred Stock.