SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMDISCO HOLDING COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 54-2066534
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
6111 North River Road
Rosemont, Illinois 60018
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(Address of principal executive office and 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 is to be registered
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
Item 1. Description of Securities to be Registered.
On July 16, 2001, Comdisco, Inc., a Delaware corporation ("Existing
Comdisco"), and fifty of its domestic subsidiaries filed voluntary petitions
for relief under Chapter 11 of the United States Code, as amended ("the
"Bankruptcy Code"), in the United States Bankruptcy Court for the Northern
District of Illinois, Eastern Division (Existing Comdisco and its domestic
subsidiaries, in such capacity, the "Debtors", and the Bankruptcy Court, the
"Bankruptcy Court"). Since such time, the Debtors have continued to operate
their business and manage their properties as debtors-in-possession.
On June 13, 2002, the Debtors filed with the Bankruptcy Court the
First Amended Joint Plan of Reorganization of Comdisco, Inc. and its
Affiliated Debtors and Debtors in Possession (the "Plan"). The Bankruptcy
Court confirmed the Plan at a hearing on July 30, 2002, as modified by the
Findings of Fact, Conclusions of Law, and Order Under Section 1129 of the
Bankruptcy Code and Rule 3020 of the Bankruptcy Rules Confirming the Plan on
the same date (the "Confirmation Order", the Plan as modified by the
Confirmation Order is referred to herein as the "Final Plan").
Pursuant to Section 7.1 of the Final Plan, prior to the Effective
Date, Existing Comdisco formed Comdisco Holding Company, Inc. ("Registrant"),
a Delaware corporation, and Registrant formed Comdisco Leasing Merger
Subsidiary, Inc. ("Merger Sub"), a Delaware corporation and a wholly-owned
subsidiary of Registrant.
On August 8, 2002, Registrant filed a Certificate of Incorporation
with the Delaware Secretary of State (the "Certificate of Incorporation"),
which provides for ten million (10,000,000) shares of authorized common stock,
each share having a par value of one cent ($0.01). In accordance with Section
1123(a)(6) of the Bankruptcy Code, the Certificate of Incorporation prohibits
the issuance of any shares of non-voting securities. On August 12, 2002, the
Final Plan became effective (the "Effective Date").
Pursuant to Section 7.8 of the Final Plan, on the Effective Date, all
the then issued and outstanding shares of Existing Comdisco's
pre-reorganization common stock, par value ten cents ($0.10) per share, were
cancelled. Immediately thereafter, pursuant to Section 7.1 of the Final Plan
and Section 251 and Section 303 of the General Corporation Law of the State of
Delaware (as amended from time to time, the "DGCL"), Merger Sub merged with
and into Existing Comdisco (the "Merger") and Reorganized Comdisco emerged as
the surviving corporation and a wholly-owned subsidiary of Registrant.
Pursuant to the Merger, all of the shares of common stock of the
Registrant that were owned by Existing Comdisco immediately prior to the
Merger were cancelled and all of the shares of Merger Sub common stock, par
value one cent ($0.01) per share, held by Registrant prior to the Merger were
converted into the right to receive shares of common stock of Reorganized
Comdisco, par value one cent ($0.01) per share.
As soon as practicable after the Effective Date, Registrant will
issue and distribute shares of common stock, pursuant to Section 7.9 the Final
Plan, to the disbursing agent for distribution in accordance with the Final
Plan. Such shares shall represent 100% of the issued and outstanding common
stock of Registrant.
The following statements with respect to the Registrant's common
stock, par value $0.01 per share (hereinafter, "Common Stock"), are subject to
the detailed provisions of the Registrant's Certificate of Incorporation and
By-Laws (the "By-Laws"). These statements do not purport to be complete and
are qualified in their entirety by reference to the terms of the Certificate
of Incorporation and the By-Laws, which are attached hereto as Exhibits 1.1
and 1.2, respectively.
Fully Paid. All shares of Common Stock issued pursuant to the Final
Plan are fully paid and nonassessable.
Dividends. Dividends may be declared by Registrant's Board of
Directors (the ("Board") at any regular or special meeting of the Board (or
any action by written consent in lieu thereof in accordance with Article III,
Section 8 of the By-Laws), and may be paid in cash, in property, or in shares
of Registrant's capital stock.
Conversion. The holders of Common Stock do not have any conversion
rights.
Sinking Fund Provisions. There is no sinking fund provision with
respect to the Common Stock.
Redemption and Preemptive Rights. The holders of Common Stock do not
receive any redemption or preemptive rights to purchase or subscribe for
securities of the Registrant.
Voting Rights. Each holder of Common Stock will be entitled to one
vote for each share of Common Stock outstanding in their name. The holders of
Common Stock do not have cumulative voting rights.
Board Composition. The Board, as of the Effective Date, was selected
as provided for pursuant to Section 7.5 of the Final Plan and consists of five
(5) directors each elected for a two (2) year term. Each director shall be
elected by a plurality of the votes cast at the Annual Meeting of Stockholders
(the "Annual Meeting") for the year in which his or her two-year term expires
and each such director so elected shall hold office until such director's
successor is duly elected and qualified or until such director's earlier
death, resignation or removal. Until the first Annual Meeting at which
directors are to be elected, any vacancy occurring on the Board (i) with
respect to a member originally selected to serve on the Board by the
Creditors' Committee pursuant to the Final Plan (the "Creditors' Committee"),
shall be filled by a person designated by the remaining directors selected by
the Creditors' Committee, even if less than a quorum, as a replacement to
serve out the remainder of the applicable term and (ii) with respect to the
member initially serving as the Chief Executive Officer pursuant to the Final
Plan, shall be filled by a person designated by a majority of the Board then
in office, even if less than a quorum, to serve out the remainder of the
applicable term. Any vacancy on the Board after the first Annual Meeting at
which directors are to be elected may be filled by a majority of the Board
then in office, even if less than a quorum, or by a sole remaining director.
Any director elected to fill a vacancy shall have the same remaining term as
that of his or her predecessor.
Liquidation. Upon the liquidation, dissolution or winding up of the
affairs of Registrant, the holders of Common Stock will be entitled to receive
ratably all assets of Registrant legally available for distribution to the
holders of Common Stock.
Item 2. Exhibits.
Exhibit Description
1.1 Certificate of Incorporation of Comdisco Holding Company, Inc.
1.2 By-Laws of Comdisco Holding Company, Inc.
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.
COMDISCO HOLDING COMPANY, INC.
Date: August 12, 2002 By: /s/ Ronald C. Mishler
Name: Ronald C. Mishler
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
1.1 Certificate of Incorporation of Comdisco Holding Company, Inc.
1.2 By-Laws of Comdisco Holding Company, Inc.