-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IENmazsZr0kecaXqOIaVbRCVZwluLiHI4c4BeyXrXzq8t617YwWvu1WXMXW/NWTX HFjHkJ9mNMsY8IWp7CImiw== 0000950116-98-001078.txt : 19980514 0000950116-98-001078.hdr.sgml : 19980514 ACCESSION NUMBER: 0000950116-98-001078 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REXX ENVIRONMENTAL CORP CENTRAL INDEX KEY: 0000012203 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 132625545 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-14121 FILM NUMBER: 98617748 BUSINESS ADDRESS: STREET 1: 350 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127898900 MAIL ADDRESS: STREET 1: 1411 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: OAKHILL SPORTSWEAR CORP /NY/ DATE OF NAME CHANGE: 19940131 FORMER COMPANY: FORMER CONFORMED NAME: BIO MEDICAL SCIENCES INC DATE OF NAME CHANGE: 19830725 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTRONIC SCIENCES INC DATE OF NAME CHANGE: 19690415 8-A12B 1 FORM 8-A12B SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- 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 REXX Environmental Corporation ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) New York 13-2625545 - ---------------------------------------- ---------------- (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 350 Park Avenue, New York, NY 10022 ---------------------------------------- ---------- (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 sceurities purusant 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.[X] box.[ ] Securities Act registration statement file number to which this form relates: None --------------- (If applicable) 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 ------------------- ------------------------------ Common Stock, $.02 par value American Stock Exchange - --------------------------------- --------------------------- Securities to be registered pursuant to Section 12(g) of the Act: None ---------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. The authorized capital stock of the Company consists of 1,000,000 shares of Preferred Stock, par value $1.00, none of which is outstanding, and 12,000,000 shares of Common Stock, par value $.02. As of May 13, 1998, 5,279,828 shares of Common Stock were issued and outstanding (including 2,812,252 treasury shares), and 449,250 shares of Common Stock were reserved for issuance under the Company's Non-Qualified Stock Option Plan. A summary of the rights, preferences and privleges of the Company's authorized capital stock follows. Subject to the rights of holders of any Preferred Stock that may be issued in the future, the holders of Common Stock are entitled to one vote per share on all matters to be voted on by stockholders and to share pro rata in any dividends which may be declared from time to time by the Board of Directors out of the funds available therefor and in any distributions on liquidations. The holders of Common Stock have no pre-emptive or cumulative voting rights. The ten largest shareholders of the Company, measured by the fair value of their beneficial interests, may be liable for certain unpaid services if no shares of the Company are listed on a national securities exchange or regularly quoted in an over-the-counter market by a member of a national securities association. The Board of Directors may from time to time and subject to certain limitations establish, designate and issue shares of Preferred Stock in one or more series and fix the number of shares and the relative rights, preferences, conversion rights, voting rights, terms of redemption and liquidation preferences of such stock. The issuance of such stock with voting or other rights could result in a class of securities outstanding with certain preferences over the Common Stock with respect to dividends and liquidation and could result in the dilution of the voting rights and equity interest of the holders of Common Stock. Item 2. Exhibits. Incorporated by reference to: (1) Certificate of Incorporation, as Exhibit 3.1 to the Company's amended through December 31, 1997. Form 10-K's for its fiscal years ended December 31, 1980 and December 31, 1983, and Exhibit 6 to its Form 10-Q for its quarter ended June 30, 1988. (2) Amendment to Certificate of Exhibit 3(a)(2) to the Incorporation filed February 18, 1998 Company's Form 10-K for its effecting name change to REXX fiscal year ended December Environmental Corporation. 31, 1997. (3) By-laws, as amended. Exhibit 3(c) to the Company's Form 10-K for its year ended December 31, 1986, and Exhibit C-1 to its proxy statement dated May 13, 1987. 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. REXX Environmental Corporation Date: May 13, 1998 By: /s/ Arthur L. Asch -------------------------- Arthur L. Asch, Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----