-----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, LlQHUeJunueXfa7c0o/nwKLP13Ob/+WuCya7Agzs9BBGt+x/A5boUhX/LHuemiVU fP1xr47aQX10ds6fJWVdOQ== 0000928385-99-003496.txt : 19991125 0000928385-99-003496.hdr.sgml : 19991125 ACCESSION NUMBER: 0000928385-99-003496 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICF KAISER INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 541437073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-12248 FILM NUMBER: 99763755 BUSINESS ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7039343600 MAIL ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: ICF INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL & RESEARCH CORP /DE/ DATE OF NAME CHANGE: 19910314 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 (g) of the Securities Exchange Act of 1934 ICF KAISER INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 541437073 - --------------------------------------- ------------------------------------ (State or Incorporation or Organization (I.R.S. Employer Identification No.) 9300 Lee Highway, Fairfax, Virginia 22031 ------------------------- - -------------------------------------------------------------------------------- (Address of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class On which each class is To be so registered To be registered Convertible Redeemable Preferred Stock, New York Stock Exchange $.01 par value per share 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), please 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), please check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-82643 Securities to be registered pursuant to Section 12(g) of the Act: None ---- - -------------------------------------------------------------------------------- (Title of Class) - 1 - ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. A description of the Convertible Redeemable Preferred Stock, $.01 par value per share of ICF Kaiser International, Inc. (the "Company") satisfying the requirements of Item 202 of Regulation S-K is incorporated into this Registration Statement by reference to the description set forth under "Description of Convertible Preferred Stock" in the Company's registration statement on Form S-4 (File No. 333-82643) that was declared effective on October 1, 1999. - 2 - Item 2. EXHIBITS.
Exhibit No. Description ----------- ----------- 1 Restated Certificate of Incorporation of ICF Kaiser Inc. (restated through June 26, 1993) (Incorporated by reference to Exhibit No. 3(a) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the second quarter of fiscal 1994 filed with the Commission on October 15, 1993) 2 Amended and Restated By-laws of ICF Kaiser International, Inc. (as amended through June 23, 1995) (Incorporated by reference to Exhibit No. 3(b) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the second quarter of fiscal 1995 filed with the Commission on October 13, 1995) 3 Indenture dated as of January 11, 1994, between ICF Kaiser International, Inc. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit No. 4(a) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the third quarter of fiscal 1994 filed with the Commission on January 14, 1994) 4(a) First Supplemental Indenture dated as of February 17, 1995 (Incorporated by reference to Exhibit No. 4(a)(1) to Annual Report on Form 10-K (Registrant No. 1-12248) for fiscal year 1995 filed with the Commission on May 23, 1995) 4(b) Second Supplemental Indenture dated September 1, 1995 (Incorporated by reference to Exhibit No. 4(a)(2) to Registration Statement on Form S-1 Registration No. 33-64655 filed with the Commission on November 30, 1995) 4(c) Third Supplemental Indenture dated October 20, 1995 (Incorporated by reference to Exhibit No. 4(a)(3) to Registration Statement on Form S-1 Registration No. 33-64655 filed with the Commission on November 30, 1995) 4(d) Fourth Supplemental Indenture dated as of March 8, 1996 (Incorporated by reference to Exhibit No. 4(a)(4) to Transition Report on Form 10-K (Registrant No. 1-12248) for the transition period from March 1, 1995 to December 31, 1995 filed with the Commission on March 29, 1996) 4(e) Fifth Supplemental Indenture dated as of June 24, 1996 (Incorporated by reference to Exhibit No. 4(a)(5) to Registration Statement on Form S-1
- 3 - Registration No. 333-16937 filed with the Commission on November 27, 1996) 4(f) Sixth Supplemental Indenture dated as of December 3, 1997 (Incorporated by reference to Exhibit No. 4(a)(6) to Annual Report on Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the Commission on March 31, 1998) 4(g) Seventh Supplemental Indenture dated as of August 13, 1998 (Incorporated by reference to Exhibit No. 4(a)(7) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the third quarter of fiscal 1997 filed with the Commission on November 16, 1998) 4(h) Eighth Supplemental Indenture dated as of April 9, 1999 (Incorporated by reference to Exhibit No. 4(a)(8) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the first quarter of fiscal 1999 filed with the Commission on May 17, 1999) 4(i) Ninth Supplemental Indenture dated as of June 25, 1999 (Incorporated by reference to Exhibit No. 4(a)(9) to Amendment No. 3 to Registration Statement on Form S-4 Registration No. 333-82643 filed with the Commission on October 1, 1999) 4(j) Form on Tenth Supplemental Indenture with respect to the 12% Senior Subordinated Notes due 2003 (Incorporated by reference to Exhibit No. 4(a)(10) to Registration Statement on Form S-4 Registration No. 333-82643 filed with the Commission on October 1, 1999) 5 Form of 12% Senior Subordinated Note due 2003 (Incorporated by reference to Exhibit No. 4(b) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the third quarter of fiscal 1994 filed with the Commission on January 14, 1994) 6 Rights Agreement, dated as of January 13, 1992, between ICF Kaiser International, Inc. and Office of the Secretary, ICF Kaiser International, Inc. as Rights Agent, including (1) Form of Certificate of Designations of Series 4 Junior Preferred Stock; (2) Form of Rights Certificate; and (3) Summary of Rights to Purchase Preferred Stock (Incorporated by reference to Exhibit No. 4(h) to Quarterly Report on Form 10-Q (Registrant No. 0-18025) for the third quarter of fiscal 1992 filed with the Commission on January 14, 1992) 7 Warrant Agreement dated as of December 23, 1996, between ICF Kaiser International, Inc. and The Bank
- 4 - of New York, as Warrant Agent (Incorporated by reference to Exhibit No. 4(j) to Registration Statement on Form S-1 Registration No. 333-19519 filed with the Commission on January 10, 1997) 8 Form of Warrant expiring December 31, 1999 issued under Warrant Agreement dated as of December 23, 1996 (Incorporated by reference to Exhibit No. 4(k) to Registration Statement on Form S-1 Registration No. 333-19519 filed with the Commission on January 10, 1997) 9 Form of Certificate of Designation regarding Redeemable Convertible Preferred Stock (Incorporated by reference to Exhibit No. 4(h) to Amendment No. 3 to Registration Statement on Form S-4 Registration No. 333-82643 filed with the Commission on October 1, 1999) 10 Form of Indenture regarding 12% Senior Notes due 2002 (Incorporated by reference to Exhibit No. 4(j) to Amendment No. 3 to Registration Statement on Form S-4 Registration No. 333-82643 filed with the Commission on October 1, 1999)
SIGNATURE Pursuant to be 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. ICF KAISER INTERNATIONAL, INC. Date: November 24, 1999 By: /s/ Timothy P. O'Connor ------------------------------------------- Name: Timothy P. O'Connor ------------------------------------------- Title: Executive Vice President, Chief Financial ------------------------------------------- Officer and Chief Administrative Officer -------------------------------------------
- 5 - EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 1 Restated Certificate of Incorporation of ICF Kaiser Inc. (restated through June 26, 1993) (Incorporated by reference to Exhibit No. 3(a) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the second quarter of fiscal 1994 filed with the Commission on October 15, 1993) 2 Amended and Restated By-laws of ICF Kaiser International, Inc. (as amended through June 23, 1995) (Incorporated by reference to Exhibit No. 3(b) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the second quarter of fiscal 1995 filed with the Commission on October 13, 1995) 3 Indenture dated as of January 11, 1994, between ICF Kaiser International, Inc. and The Bank of New York, as Trustee (Incorporated by reference to Exhibit No. 4(a) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the third quarter of fiscal 1994 filed with the Commission on January 14, 1994) 4(a) First Supplemental Indenture dated as of February 17, 1995 (Incorporated by reference to Exhibit No. 4(a)(1) to Annual Report on Form 10-K (Registrant No. 1-12248) for fiscal year 1995 filed with the Commission on May 23, 1995) 4(b) Second Supplemental Indenture dated September 1, 1995 (Incorporated by reference to Exhibit No. 4(a)(2) to Registration Statement on Form S-1 Registration No. 33-64655 filed with the Commission on November 30, 1995) 4(c) Third Supplemental Indenture dated October 20, 1995 (Incorporated by reference to Exhibit No. 4(a)(3) to Registration Statement on Form S-1 Registration No. 33-64655 filed with the Commission on November 30, 1995) 4(d) Fourth Supplemental Indenture dated as of March 8, 1996 (Incorporated by reference to Exhibit No. 4(a)(4) to Transition Report on Form 10-K (Registrant No. 1-12248) for the transition period from March 1, 1995 to December 31, 1995 filed with the Commission on March 29, 1996) 4(e) Fifth Supplemental Indenture dated as of June 24, 1996 (Incorporated by reference to Exhibit No. 4(a)(5) to Registration Statement on Form S-1 Registration No. 333-16937 filed with the
- 6 - Commission on November 27, 1996) 4(f) Sixth Supplemental Indenture dated as of December 3, 1997 (Incorporated by reference to Exhibit No. 4(a)(6) to Annual Report on Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the Commission on March 31, 1998) 4(g) Seventh Supplemental Indenture dated as of August 13, 1998 (Incorporated by reference to Exhibit No. 4(a)(7) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the third quarter of fiscal 1997 filed with the Commission on November 16, 1998) 4(h) Eighth Supplemental Indenture dated as of April 9, 1999 (Incorporated by reference to Exhibit No. 4(a)(8) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the first quarter of fiscal 1999 filed with the Commission on May 17, 1999) 4(i) Ninth Supplemental Indenture dated as of June 25, 1999 (Incorporated by reference to Exhibit No. 4(a)(9) to Amendment No. 3 to Registration Statement on Form S-4 Registration No. 333-82643 filed with the Commission on October 1, 1999) 4(j) Form on Tenth Supplemental Indenture with respect to the 12% Senior Subordinated Notes due 2003 (Incorporated by reference to Exhibit No. 4(a)(10) to Registration Statement on Form S-4 Registration No. 333-82643 filed with the Commission on October 1, 1999) 5 Form of 12% Senior Subordinated Note due 2003 (Incorporated by reference to Exhibit No. 4(b) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the third quarter of fiscal 1994 filed with the Commission on January 14, 1994) 6 Rights Agreement, dated as of January 13, 1992, between ICF Kaiser International, Inc. and Office of the Secretary, ICF Kaiser International, Inc. as Rights Agent, including (1) Form of Certificate of Designations of Series 4 Junior Preferred Stock; (2) Form of Rights Certificate; and (3) Summary of Rights to Purchase Preferred Stock (Incorporated by reference to Exhibit No. 4(h) to Quarterly Report on Form 10-Q (Registrant No. 0-18025) for the third quarter of fiscal 1992 filed with the Commission on January 14, 1992) 7 Warrant Agreement dated as of December 23, 1996, between ICF Kaiser International, Inc. and The Bank of New York, as Warrant Agent (Incorporated by
- 7 - reference to Exhibit No. 4(j) to Registration Statement on Form S-1 Registration No. 333-19519 filed with the Commission on January 10, 1997) 8 Form of Warrant expiring December 31, 1999 issued under Warrant Agreement dated as of December 23, 1996 (Incorporated by reference to Exhibit No. 4(k) to Registration Statement on Form S-1 Registration No. 333-19519 filed with the Commission on January 10, 1997) 9 Form of Certificate of Designation regarding Redeemable Convertible Preferred Stock (Incorporated by reference to Exhibit No. 4(h) to Amendment No. 3 to Registration Statement on Form S-4 Registration No. 333-82643 filed with the Commission on October 1, 1999) 10 Form of Indenture regarding 12% Senior Notes due 2002 (Incorporated by reference to Exhibit No. 4(j) to Amendment No. 3 to Registration Statement on Form S-4 Registration No. 333-82643 filed with the Commission on October 1, 1999)
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