SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BKF CAPITAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-0767530
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
One Rockefeller Plaza, New York, New York 10020
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(Address of principal executive offices) (Zip Code)
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 to be registered pursuant to Section 12(b)
of the Act:
Title of class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $1.00 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g)
of the Act:
None.
Page 1 of 4 Pages
Exhibit Index is Located on Page 4
2
Item 1. Description of Registrant's Securities to be Registered.
The description of the Common Stock to be registered hereunder, including all of
the information required by Item 1 of Form 8-A, is as follows:
Holders of the common stock, $1 par value, of the Company are entitled to
dividends when and as declared by the board of directors, to one vote per share
in the election of directors (with no right of cumulation), and to equal rights
per share in the event of liquidation. They have no preemptive rights to
purchase treasury shares or authorized but unissued shares. There are no
redemption, conversion or sinking fund provisions. The shares are not liable to
further calls or to assessment by the Registrant.
The Registrant's certificate of incorporation provides that a favorable vote of
the holders of at least 80% of the shares of the Registrant entitled to be voted
on the matter would be required to approve (i) a merger or consolidation of the
Registrant with any other corporation, (ii) a sale of all or substantially all
of the assets of the Registrant (other than in the regular course of its
investment activities), or (iii) a liquidation or dissolution of the Registrant,
unless any such action had previously been approved by the affirmative vote of
two-thirds of the total number of directors fixed in accordance with the
by-laws. The board of directors is divided into three classes with terms of
three years expiring at the time of successive annual meetings of shareholders.
The above provisions could have the effect of delaying until the completion of
two annual elections of directors the replacement of a majority of the directors
and the approval of proposals of the nature described in the second preceding
sentence, even though favored by the holders of a majority of the shares.
Item 2. Exhibits.
Previously filed.
Page 2 of 4 Pages
Exhibit Index is Located on Page 4
3
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: May 26, 2000 BKF CAPITAL GROUP, INC.
By: /s/ Norris Nissim
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Norris Nissim
Vice President, General Counsel
and Secretary
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Exhibit Index is Located on Page 4
4
INDEX TO EXHIBITS
None.
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Exhibit Index is Located on Page 4