UNITED STATES 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
ALLIS-CHALMERS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 39-0126090
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
5075 WESTHEIMER, SUITE 890
HOUSTON, TEXAS 77056
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(Address of Principal Executive Offices) (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 so registered:
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Common Stock American Stock Exchange
$0.01 par value
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 statement file number to which this form relates:
Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This registration statement relates to the common stock, par value $0.01 per
share ("Common Stock"), of Allis-Chalmers Corporation, a Delaware corporation
(the "Corporation") which is to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and listed on the
American Stock Exchange under the symbol "ALY." Listing on the American Stock
Exchange is expected to commence Monday, September 13, 2004. The shares are
currently registered under Section 12(g) of the Exchange Act and quoted on the
OTC Bulletin Board under the symbol "ALHS." Our common stock is expected to
cease to be quoted on the OTC Bulletin Board at the close of business on
September 10, 2004.
Our authorized capital stock currently consists of 20,000,000 shares of common
stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par
value $0.01 per share. There is no preferred stock outstanding. As of September
8, 2004, there were 9,784,358 shares of common stock issued and outstanding.
COMMON STOCK
Holders of our common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of our common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of our common stock are entitled to receive
proportionately any dividends if and when such dividends are declared by our
board of directors, subject to any preferential dividend rights of outstanding
preferred stock. Upon the liquidation, dissolution or winding up of our company,
the holders of our common stock are entitled to receive ratably our net assets
available after the payment of all debts and other liabilities and subject to
the prior rights of any outstanding preferred stock. Holders of our common stock
have no preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of our common stock are subject to, and
may be adversely affected by, the rights of the holders of shares of any series
of preferred stock that we may designate and issue in the future.
PREFERRED STOCK
Under the terms of our certificate of incorporation, our board of directors is
authorized to designate and issue shares of preferred stock in one or more
series without stockholder approval. Our board of directors has discretion to
determine the rights, preferences, privileges and restrictions, including voting
rights, dividend rights, conversion rights, redemption privileges and
liquidation preferences, of each series of preferred stock. It is not possible
to state the actual effect of the issuance of any shares of preferred stock upon
the rights of holders of our common stock until the board of directors
determines the specific rights of the holders of the preferred stock. However,
these effects might include:
o restricting dividends on the common stock;
o diluting the voting power of the common stock;
o impairing the liquidation rights of the common stock; and
o delaying or preventing a change in control of our company.
We have no present plans to issue any shares of preferred stock.
DELAWARE ANTI-TAKEOVER LAW AND CHARTER AND BY-LAW PROVISIONS
We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, the statute prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination or the transaction by which the person became an interested
stockholder is approved by the corporation's board of directors and/or
stockholders in a prescribed manner or the person owns at least 85% of the
corporation's outstanding voting stock after giving effect to the transaction in
which the person became an interested stockholder. The term "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to certain exceptions,
an "interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock. A Delaware corporation may "opt out" from the
application of Section 203 through a provision in its certificate of
incorporation or by-laws. We have not "opted out" from the application of
Section 203.
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Under our certificate of incorporation and by-laws, our board of directors is
not divided into classes, and each director serves for a term of one year. Any
vacancies on the board of directors may be filled by a majority vote of the
remaining directors or the stockholders. Our certificate of incorporation and
by-laws also provide that any director may be removed from office, with or
without cause, by the affirmative vote of the holders of a majority of the
voting power of our then outstanding capital stock entitled to vote generally in
the election of directors.
Our bylaws provide that meetings of stockholders may be called only by a
majority of our board of directors.
The foregoing provisions of our certificate of incorporation and by-laws and the
provisions of Section 203 of the Delaware General Corporation Law could have the
effect of delaying, deferring or preventing a change of control of our company.
LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our certificate of incorporation provides that our directors will not be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (1) for any breach of a
director's duty of loyalty to us or our stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (3) under Section 174 of the Delaware General Corporation Law, or (4)
for any transaction from which the director derives an improper personal
benefit. Moreover, the provisions do not apply to claims against a director for
violations of certain laws, including federal securities laws. If the Delaware
General Corporation Law is amended to authorize the further elimination or
limitation of directors' liability, then the liability of our directors will
automatically be limited to the fullest extent provided by law. Our certificate
of incorporation and by-laws also contain provisions to indemnify our directors
and officers to the fullest extent permitted by the Delaware General Corporation
Law. In addition, we are in the process of entering into indemnification
agreements with all of our directors and executive officers. These provisions
and agreements may have the practical effect in certain cases of eliminating the
ability of stockholders to collect monetary damages from our directors and
officers. We believe that these contractual agreements and the provisions in our
certificate of incorporation and by-laws are necessary to attract and retain
qualified persons as directors and officers.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Continental Stock
Transfer and Trust Company.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 9, 2004 ALLIS-CHALMERS CORPORATION
By /s/ Victor M. Perez
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Victor M. Perez
Chief Financial Officer
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