-----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, JykgrgdRs3Yr9th2HOo1n3ePRE6QoGnIcTjIOYuGf6vlo9f9UrKVsZJHLBT3JLnY 1RaoWLuxFMzB3qgkCwWxOg== 0000950144-96-003563.txt : 19960620 0000950144-96-003563.hdr.sgml : 19960620 ACCESSION NUMBER: 0000950144-96-003563 CONFORMED SUBMISSION TYPE: 8-B12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARVARD INDUSTRIES INC CENTRAL INDEX KEY: 0000046012 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 210715310 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-B12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-01044 FILM NUMBER: 96582941 BUSINESS ADDRESS: STREET 1: 2502 N ROCKY POINT DR STE 960 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8132885000 MAIL ADDRESS: STREET 1: 2502 N ROCKY POINT DRIVE STREET 2: SUITE 960 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: HARVARD BREWING CO DATE OF NAME CHANGE: 19710315 8-B12B 1 HARVARD INDUSTRIES, INC. FORM 8-B 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------------ FORM 8-B GENERAL FORM FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------------------ HARVARD INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) FLORIDA 21-0715310 (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2502 North Rocky Point Drive, Suite 960 Tampa, Florida 33607 (Address of principal executive offices) (Zip code) --------------------------------------------------------------- Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to be so registered Name of each exchange on which each class is to be registered - --------------------------------------- ------------------------------------------------------------- NONE
--------------------------------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share Pay-In-Kind Exchangeable Preferred Stock, par value $.01 per share Preferred Stock Purchase Rights -------------------------------------------------------------------------- (Title of class) 2 Item 1 General Information (a) Harvard Industries, Inc., formerly known as Harvard Merger Corporation (the "Registrant") was organized as a corporation under the laws of the State of Florida on February 8, 1996, to be the successor by way of merger to Harvard Industries, Inc., a Delaware corporation (the "Predecessor"). (b) The Registrant's fiscal year ends on September 30th. Item 2 Transaction of Succession (a) Harvard Industries, Inc., a Delaware corporation, the single predecessor of the Registrant, had securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. (b) On March 22, 1996, pursuant to the Agreement and Plan of Merger, dated March 20, 1996, in which the Predecessor merged with and into the Registrant, its then wholly-owned subsidiary (the "Merger"), Articles of Merger were filed with the Secretary of State of Florida. Effective upon the filing of the Articles of Merger and as part thereof, the Registrant, as the surviving corporation, changed its name from Harvard Merger Corporation to Harvard Industries, Inc. Pursuant to the Merger, shares of capital stock, par value $.01 per share, of the Predecessor issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were converted into an equal number of the same class of fully paid and nonassessable shares of the Registrant's capital stock, par value $.01 per share ("Registrant Shares"). Item 3 Securities to be Registered As of June 18, 1996, the Registrant had 30,000,000 shares of Common Stock, par value $.01 per share, of which, 6,999,407 shares were issued and outstanding and 12,000,000 shares of Pay-In-Kind Exchangeable Preferred Stock, par value $.01 per share (the "PIK Preferred Stock"), of which 4,035,000 shares were issued and outstanding. The Series A Junior Preferred Stock Purchase Rights (the "Rights") are attached to the shares of Registrant's Common Stock. Item 4 Description of Registrant's Securities to be Registered The information required by this Item 4 is set forth under the caption "Description of Registrant's Securities to be Registered" contained in Amendment No. 4 to Registrant's Registration Statement on Form 10/A, filed May 2, 1996 (File No. 021362) and in Registrant's Registration Statement on Form 8-A filed October 24, 1994 (File No. 0-21362), in Amendment No. 1 thereto on Form 8-A/A filed June 20, 1995 (File No. 0-21362) and in Amendment No. 2 thereto on Form 8-A/A filed June 18, 1996 (File No. 0-21362), each of which is incorporated herein by reference. Item 5 Financial Statements and Exhibits (a) No financial statements are required to be filed herewith because the capital structure and balance sheet of the Registrant immediately after consummation of the Merger was the same as the Predecessor. Page 2 of 5 3 (b) The following documents are filed as exhibits hereto: 2.1 Harvard Industries, Inc. Notice of Special Meeting and Proxy Statement dated February 12, 1996 (filed with the Securities and Exchange Commission on February 14, 1996 and incorporated by reference) (File No. 0-21362). 2.2 Agreement and Plan of Merger dated as of March 20, 1996 by and among Harvard Industries, Inc. and Harvard Merger Corporation (incorporated by reference to Exhibit 3.1 to the Form 8-K of Registrant, dated April 8, 1996 (File No. 0-21362)). 3.1 Articles of Merger, dated as of March 20, 1996, between Harvard Industries, Inc. and Harvard Merger Corporation, and filed with the Secretary of State of Florida on March 22, 1996 (incorporated by reference to Exhibit 3.1 to the Form 8-K of Registrant, dated April 8, 1996 (File No. 0-21362)). 3.2 Certificate of Merger of Harvard Industries, Inc. into Harvard Merger Corporation, dated as of March 20, 1996, and filed with the Secretary of State of Delaware on March 25, 1996 (incorporated by reference to Exhibit 3.2 to the Form 8-K, dated April 8, 1996, of the Registrant (File No. 0-21362)). 3.3 Articles of Incorporation of Harvard Industries, Inc. (incorporated under the name of Harvard Merger Corporation), and filed with the Secretary of State of Florida on February 8, 1996 (incorporated by reference to Exhibit 3.3 to the Form 8-K, dated April 8, 1996, of the Registrant (File No. 0-21362)). 3.4 Amendment to Articles of Incorporation of Harvard Industries, Inc., and filed with the Secretary of State of Florida on March 22, 1996 (incorporated by reference to Exhibit 3.4 to the Form 8-K, dated April 8, 1996, of the Registrant (File No. 0-21362)). 3.5 By-Laws of Harvard Industries, Inc. (incorporated by reference to Exhibit 3.5 to the Form 8-K, dated April 8, 1996, of the Registrant (File No. 0-21362)). 4.1(a) Rights Agreement, dated as of October 18, 1994, between the Registrant and Fleet National Bank (formerly Shawmut Bank Connecticut, National Association), as Rights Agent (incorporated by reference to Exhibit 2 to the Registration Statement on Form 8-A of the Registrant filed with the Securities and Exchange Commission on October 24, 1994 (File No. 0-21362)). 4.1(b) Amendment No. 1 to Rights Agreement, dated as of June 12, 1995, between the Registrant and Fleet National Bank (formerly Shawmut Bank Connecticut, National Association), as Rights Agent (incorporated by reference to Exhibit 1 to Amendment to the Registration Statement on Form 8-A of the Registrant filed with the Securities and Exchange Commission on June 20, 1995 (File No. 0-21362)). 4.1(c) Amendment No. 2 to Rights Agreement, effective as of May 31, 1996, between the Registrant and Fleet National Bank (formerly Shawmut Bank Connecticut, National Association), as Rights Agent (incorporated by reference to the Exhibit 3 to Amendment No. 2 to the Registration Statement on Form 8-A/A of the Registrant filed with the Securities Exchange Commission on June 18, 1996 (File No. 0-21362)). Page 3 of 5 4 4.2 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 4 to Form 10/A, dated May 2, 1996, of the Registrant (File No. 0-21362)). 4.3 Specimen Preferred Stock Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 4 to Form 10/A, dated May 2, 1996, of the Registrant (File No. 0-21362)). Page 4 of 5 5 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement on Form 8-B to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: June 18, 1996 HARVARD INDUSTRIES, INC. By /s/ Richard T. Dawson ---------------------------------- Richard T. Dawson, Vice President Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----