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
METALS USA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0533626
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
THREE RIVERWAY, SUITE 600
HOUSTON, TEXAS 77056
(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 REGISTERED
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NONE.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK ($.01 PAR VALUE PER SHARE)
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON STOCK
In accordance with the Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code for Metals USA, Inc. and its Affiliated Debtors dated September
18, 2002 (the "PLAN") and pursuant to the Amended and Restated Certificate of
Incorporation (the "RESTATED CERTIFICATE OF INCORPORATION") and Bylaws (the
"BYLAWS") of Metals USA, Inc., a Delaware corporation (the "COMPANY") which have
become effective in accordance with the Plan on October 31, 2002 (the "Effective
Date") of the Plan, the Company is authorized to issue 200,000,000 shares of
Common Stock, $.01 par value per share (the "COMMON STOCK"), and 5,000,000
shares of Preferred Stock, $.01 par value per share (the "PREFERRED STOCK"). The
following description of the capital stock of the Company is qualified in its
entirety by reference to the Restated Certificate of Incorporation and the
Bylaws, copies of which have been filed as Exhibits 2.1 and 2.2, respectively,
to this Registration Statement.
DIVIDEND PROVISIONS. Subject to preferences that may be applicable to any
outstanding Preferred Stock, the holders of Common Stock shall be entitled to
receive dividends, when and as declared by the Board of Directors, provided the
Company has funds legally available for the payment of such dividends. It is not
expected that dividends will be declared on the Common Stock in the foreseeable
future.
VOTING RIGHTS. Each holder of Common Stock issued and outstanding, except
where otherwise provided by law, shall be entitled to one vote, in person or by
proxy, for each share of Common Stock held of record by such holder.
LIQUIDATION RIGHTS. In the event of any dissolution, liquidation or
winding up of the Company, subject to preferences that may be applicable to any
outstanding Preferred Stock the holders of Common Stock shall be entitled to
receive all assets of the Company available under law for distribution to
stockholders.
PREEMPTION RIGHTS. The Common Stock shall not carry with it any preemptive
or preferential rights to purchase or subscribe for any additional shares of
Common Stock or any other capital stock that may be issued in the future by the
Company.
LIABILITY. All of the outstanding shares of the Common Stock shall be
fully paid and nonassessable.
PREFERRED STOCK. The Board of Directors shall have the authority to issue
up to 5,000,000 shares of Preferred Stock in one or more series and to fix the
rights, qualifications, preferences, privileges, limitations or restrictions of
each such series, including the dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption (including sinking fund provisions),
redemption price or prices, liquidation preferences and the number of shares
constituting any series or the designations of such series, without further vote
or action by the stockholders.
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DELAWARE STATUTE REGARDING RESTRICTIONS OF BUSINESS COMBINATIONS AND OTHER
TRANSACTIONS. As expressly provided in the Restated Certificate of
Incorporation, the Company will not be governed by Section 203 of the Delaware
General Corporation Law which restricts certain transactions and business
combinations between the Company and certain interested stockholders.
POSSIBLE ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS. Certain provisions of the
Restated Certificate of Incorporation and Bylaws of the Company summarized in
the following paragraphs may be deemed to have an anti-takeover effect and may
delay or prevent a tender offer or takeover attempt that a stockholder might
consider in its best interest, including those attempts that might result in a
premium over the market price for the shares held by stockholders.
SPECIAL MEETING OF STOCKHOLDERS. The Bylaws provide that special meetings
of stockholders of the Company may be called only by the President or Secretary
upon the written request of a majority of the Board of Directors or stockholders
holding together at least a majority of all the outstanding shares of the Common
Stock of the Company entitled to vote at the meeting. This provision of the
Bylaws may make it more difficult for stockholders to take action opposed by the
Board of Directors.
ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. The Bylaws shall provide that stockholders seeking to bring
business before an annual or special meeting of the stockholders, or to nominate
candidates for election as directors at an annual or special meeting of
stockholders, must provide timely notice thereof in writing. To be timely for an
annual meeting, a stockholder's notice must be delivered to or mailed to and
received at the principal executive offices of the Company not less than 60 days
nor more than 90 days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than thirty (30) days before or more than sixty (60) days after
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or the tenth
(10th) day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In addition, only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the order of the Board of Directors or
stockholders under which the special meeting has been called in accordance with
the Bylaws. Nominations of persons for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be elected
pursuant to the order of the Board of Directors or stockholders under which the
special meeting has been called in accordance with the Bylaws (a) by or at the
direction of the Board of Directors or (b) by any stockholder who is a
stockholder of record at the time of giving of notice, who shall be entitled to
vote at the meeting and who complies with the notice procedures set forth in the
Bylaws. In the event a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors has been called under
order of the Board of Directors or stockholders in accordance with the Bylaws,
any stockholder may nominate a person or persons (as the case may be), for
election to such positions(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by the Bylaws shall be delivered
to the Secretary at the principal executive offices of the Corporation not
earlier than the close of business on the
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ninetieth (90th) day prior to such special meeting and not later than the close
of business on the later of the sixtieth (60th) day prior to such special
meeting or the tenth (10th) day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. The Bylaws also specify
certain requirements for a stockholder's notice to be in proper written form.
The provisions may preclude some stockholders from bringing matters before the
stockholders at an annual or special meeting or from making nominations for
directors at an annual or special meeting.
ITEM 2: EXHIBITS.
1.1 Form of Common Stock Certificate
2.1 Amended and Restated Certificate of Incorporation of the
Company, incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q (File No. 1-13123)
filed with the Commission on November 14, 2002
2.2 Amended and Restated Bylaws of the Company, incorporated by
reference to Exhibit 4.2 to the Company's Quarterly Report on
Form 10-Q (File No. 1-13123) filed with the Commission on
November 14, 2002
2.3 Warrant Agreement, dated as of October 31, 2002, between the
Company and Equiserve Trust Company, N.A., as Warrant Agent
2.4 Disclosure Statement Pursuant to Section 1125 of the
Bankruptcy Code with Respect to Plan of Reorganization under
Chapter 11 of the Bankruptcy Code for Metals USA, Inc. and its
Affiliated Debtors dated September 18, 2002 incorporated
herein by reference to Exhibit 99.1 to the Company's Current
Report on Form 8-K (File No. 1-13123) filed with the
Commission on September 19, 2002.
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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, thereunto duly authorized.
METALS USA, INC.
By: /s/ TERRY L. FREEMAN
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Name: TERRY L. FREEMAN
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Title: SENIOR VICE PRESIDENT TREASURER AND
CHIEF ACCOUNTING OFFICER
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Date: November 20, 2002