- Amended Securities Registration (section 12(b)) (8-A12B/A)
09 12월 2010 - 7:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT ON FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BEAZER HOMES
USA, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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54-2086934
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(State of incorporation or organization)
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(I.R.S. Employer or Identification No.)
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1000 Abernathy Road, Suite 1200
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30328
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Atlanta, Georgia
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(Zip Code)
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(Address of principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Series A Junior Participating
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New York Stock Exchange LLC
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Preferred Stock Purchase Rights
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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 Act registration file number to which this form relates: 333-163110
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
Item 1 of the Form 8-A filed by Beazer Homes USA, Inc. (the Company) on November 17, 2010, is hereby amended and supplemented by adding the following:
On December 6, 2010, the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the Rights
Agent), entered into a First Amendment (the Amendment) to the Section 382 Rights Agreement, dated as of November 12, 2010, between the Company and the Rights Agent (the Rights Agreement), amending the terms of
the Rights Agreement.
Pursuant to the terms of Amendment, the expiration provisions of the Rights Agreement are amended to
clarify that the Rights Agreement will expire upon the earlier of (i) the date on which the Companys stockholders vote on, but do not approve the Rights Agreement, and (ii) the first anniversary of the adoption of the Rights
Agreement if stockholder approval has not been received by such date. In addition, the final expiration date of the Rights Agreement is shortened to three years, from November 12, 2020 to November 12, 2013.
The Amendment revises the definitions of Affiliate, Associate, Beneficial Owner, Beneficial
Ownership and beneficially own set forth in the Rights Agreement to generally conform such definitions to the meanings given to such terms in Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations adopted thereunder. Prior to the Amendment, such definitions were based on the meanings given to such terms under the Securities Exchange Act of 1934, as amended (the Exchange Act).
The Amendment also adds a Qualifying Offer provision, and conforming changes, that exempts from the definition of an
Acquiring Person under the Rights Agreement a person that beneficially owns at least a majority of the Companys common stock following the consummation of a Qualified Offer. A Qualified Offer means an offer,
determined by a majority of the members of the Board of Directors of the Company that are independent of the relevant offeror, to have each of the following characteristics with respect to the Companys common stock: (i) a tender or
exchange offer for all of the outstanding shares of the Companys common stock at the same per-share consideration; (ii) an offer that has commenced within the meaning of Rule 14d-2(a) under the Exchange Act; (iii) an offer that is
conditioned on a minimum of at least a majority of the outstanding shares of the common stock being tendered and not withdrawn as of the offers expiration date, which condition shall not be waivable; (iv) an offer pursuant to which the
offeror has announced that it intends, as promptly as practicable upon successful completion of the offer, to consummate a second step transaction whereby all shares of the Companys common stock not tendered into the offer will be acquired
using the same form and amount of consideration per share actually paid pursuant to the offer, subject to stockholders statutory appraisal rights, if any; (v) an offer pursuant to which the Company and its stockholders have received an
irrevocable
written commitment of the offeror that the offer will remain open for not less than 60 days; and (vi) an offer at a per-share consideration, and on such other terms and conditions, that in
each case are adequate and fair. An offer shall constitute a Qualified Offer if and only for so long as each of the foregoing requirements in clauses (i) through (vi) remain satisfied, and if any such requirement shall at any time
thereafter fail to be satisfied such offer shall no longer constitute a Qualified Offer.
Section 26 of the Rights
Agreement is revised by the Amendment to clarify when amendments to the Rights Agreement may be made by the Board of Directors of the Company.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is
filed herewith and is incorporated herein by reference.
Item 2. Exhibits.
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4.1
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Section 382 Rights Agreement, dated as of November 12, 2010, between Beazer Homes USA, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, which
includes the Form of Certificate of Designation as Exhibit A, Form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (incorporated herein by reference to Exhibit 4.1 of the Companys Form 8-K filed on November 16,
2010).
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4.2
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First Amendment to Section 382 Rights Agreement, dated as of December 6, 2010, between Beazer Homes USA, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 of the Companys Form 8-K filed on December 8, 2010).
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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.
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BEAZER HOMES USA, INC.
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Date: December 8, 2010
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By:
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/s/ Kenneth F. Khoury
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Kenneth F. Khoury
Executive
Vice President, General
Counsel and Corporate Secretary
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