UNITED STATES
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.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-0767530
(State of Incorporation or Organization) (IRS Employer
Identification Number)
One Rockefeller Plaza
New York, New York 10020
(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), please 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), please check the following box: [_]
Securities Act registration statement file number to which this form
relates: N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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Common Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Each Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
As previously announced, on April 6, 2005, the Board of Directors of
BKF Capital Group, Inc., a Delaware corporation (the "Company"), approved an
amendment to the Company's existing Rights Agreement, dated as of June 8, 2001,
between the Company and Mellon Investor Services LLC, as the Rights Agent (the
"Rights Agreement"). On April 12, 2005, the Company entered into Amendment No. 1
to the Rights Agreement ("Amendment No. 1"). Amendment No. 1 amends the Rights
Agreement to permit tender offers for the entire Company, should such an offer
be made. Amendment No. 1 exempts from the scope of the Rights Agreement persons
who bid for 100% of the Company's outstanding shares to the extent that such
person acquires a majority of the Company's shares in such offer.
In addition, Amendment No. 1 implements a Three Year Independent
Director Evaluation provision pursuant to which a committee comprised of
independent directors will review the Rights Agreement every three years (or
earlier upon receipt of an acquisition proposal) to determine whether the Rights
Agreement remains in the best interests of the Company and its stockholders.
Following each such review, the TIDE Committee will communicate its conclusions
to the full Board of Directors, including any recommendation in light thereof as
to whether the Rights Agreement should be modified or the Rights should be
redeemed. The TIDE Committee will be comprised of members of the Board of
Directors of the Company who are not officers, employees or affiliates of the
Company and shall be the Nominating and Corporate Governance Committee of the
Company as long as the members of the Nominating and Corporate Governance
Committee meet such requirements.
A copy of Amendment No. 1 has been filed with the Securities and
Exchange Commission as Exhibit 4.1 to the Company's Report on Form 8-K on the
date hereof and is incorporated herein by reference. The foregoing description
of Amendment No. 1 is qualified in its entirety by reference to Amendment No. 1.
A copy of the Rights Agreement was filed with the Securities and Exchange
Commission as Exhibit 4.1 to the Company's Registration Statement on Form 8-A on
June 11, 2001 and is incorporated herein by reference. Copies of the Rights
Agreement and Amendment No. 1 are also available free of charge from our
Company.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of June 8, 2001, between BKF Capital Group,
Inc. and Mellon Investor Services LLC (as Rights Agent), which includes
the form of Right Certificate as Exhibit A and the Summary of Rights to
Purchase Common Shares as Exhibit B. agent (previously filed as Exhibit
4.1 to BKF Capital Group, Inc.'s Registration Statement on Form 8-A on
June 11, 2001 and incorporated herein by reference)
4.2 Amendment No. 1 to the Rights Agreement, dated as of April 12, 2005, by
and between BKF Capital Group, Inc. and Mellon Investor Services LLC
(as the Rights Agent) (previously filed as Exhibit 4.1 to BKF Capital
Group, Inc.'s Current Report on Form 8-K on April 12, 2005 and
incorporated herein by reference)
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, thereunto duly authorized.
Dated: April 12, 2005
BKF CAPITAL GROUP, INC.
By: /s/ Norris Nissim
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Name: Norris Nissim
Title: Vice President, General
Counsel and Secretary