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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Catalina Lighting, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Florida 59-1548266
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
18191 N.W. 68th Avenue, Miami, Florida 33015
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: Not applicable
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
Item 1. Description of Securities to be Registered
The Company is authorized to issue 20,000,000 shares of Common Stock.
As of June 14, 2002, there were 4,285,073 shares of Common Stock outstanding.
Each share of Common Stock is identical in all respects and entitles
its holder to the same rights and privileges enjoyed by all other holders of
shares of Common Stock and subjects them to the same qualifications,
limitations and restrictions to which all other holders of Common Stock are
subject. The Common Stock has no preemptive rights, conversion rights or other
subscription rights or redemption or sinking fund provisions. All outstanding
shares of Common Stock are fully paid and non-assessable. Holders of Common
Stock are entitled to one vote per share on all matters to be voted on by
shareholders. Holders of Common Stock do not have cumulative voting rights, so
that holders of a plurality of the shares of Common Stock present at a meeting
at which a quorum is present will be able to elect all of the directors of the
Company eligible for election in a given year. The holders of a majority of the
voting power of the issued and outstanding Common Stock constitute a quorum.
Holders of Common Stock are entitled to receive ratably such dividends, if any,
as are declared by the Board of Directors out of funds legally available for the
declaration of dividends, subject to the preferential rights of any holder of
preferred stock that may from time to time be outstanding.
The significant number of authorized but unissued shares could have a
potential anti-takeover effect with respect to the Company because we could
issue additional shares of Common Stock, up to the total authorized number,
thereby diluting the shareholdings and related voting rights of then existing
shareholders in proportion to the number of any additional shares issued.
Pursuant to an agreement executed in July 2001 in connection with
transactions with Sun Catalina Holdings, LLC ("Sun Catalina") and SunTrust
Banks, Inc. ("SunTrust") and the amendment of our $75 million credit facility,
we granted demand and piggyback registration rights to Sun Catalina, SunTrust
and members of the senior lender group under our credit facility. We are
obligated to pay all expenses associated with the exercise of such registration
rights other than underwriting discounts or commissions and the fees and
expenses of separate counsel, if any, of such persons incurred in connection
with such registrations.
The Common Stock is quoted on the NASD Over-the-Counter Bulletin Board
under the symbol "CALI.OB" and has been approved for listing on the Nasdaq
SmallCap Market. The Company anticipates that trading of the Common Stock on the
Nasdaq SmallCap Market will begin on June 24, 2002, under the symbol "CALA".
The Transfer Agent and Registrar with respect to the Common Stock is
Mellon Investor Services LLC.
Item 2. Exhibits
1 Registrant's Second Amended and Restated Articles of Incorporation, as
amended.
2 Registrant's Amended and Restated Bylaws. (1)
3 Registration Rights Agreement dated as of July 23, 2001 by and among
the registrant, Sun Catalina Holdings, LLC, SunTrust Banks, Inc. and
SunTrust Bank. (2)
4 Amendment No. 1 to Registration Rights Agreement dated as of June 14,
2002 by and among the registrant, Sun Catalina Holdings, LLC, SunTrust
Banks, Inc. and SunTrust Bank. (3)
5 Shareholders Agreement dated as of July 23, 2001 by and among Sun
Catalina Holdings, LLC, SunTrust Banks, Inc. and the registrant. (2)
6 Voting Agreement and Irrevocable Proxy dated as of July 23, 2001 by and
among Sun Catalina Holdings LLC, the registrant and certain
shareholders and option holders of the registrant. (2)
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(1) Incorporated by reference to exhibit filed with the registrant's Annual
Report on Form 10-K, as filed with the Securities and Exchange
Commission on December 24, 2001.
(2) Incorporated by reference to exhibit filed with the registrant's
Current Report on Form 8-K, as filed with the Securities and Exchange
Commission on August 7, 2001.
(3) Incorporated by reference to exhibit filed with the registrant's
Current Report on Form 8-K, as filed with the Securities and Exchange
Commission on June 19, 2002.
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.
CATALINA LIGHTING, INC.
Date: June 20, 2002 By: /s/ Eric Bescoby
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Name: Eric Bescoby
Title: Chief Executive Officer
EXHIBIT INDEX
1 Registrant's Second Amended and Restated Articles of Incorporation, as
amended.