Sports Club Co Inc – ‘8-A12G’ on 10/6/98

As of:  Tuesday, 10/6/98   ·   Accession #:  950148-98-2280   ·   File #:  0-24945

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  7     28K 
 2: EX-1        Underwriting Agreement                                48    187K 

8-A12G   —   Registration of a Class of Securities
Document Table of Contents

8-A12G
1st Page of 7
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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

 THE SPORTS CLUB COMPANY, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

   DELAWARE                                 95-4479735

(STATE OF INCORPORATION OR ORGANIZATION)    (I.R.S. EMPLOYER IDENTIFICATION NO.)

 11100 SANTA MONICA BLVD., SUITE 300
 LOS ANGELES, CALIFORNIA   90025

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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. [ ] 

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. [X] 

 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      

NONE                                           NONE               

 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

SERIES A PREFERRED STOCK
 PURCHASE RIGHTS
(TITLE OF CLASS)

 Page 1 of 7

8-A12G
2nd Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.               

              On September 29, 1998, the Board of Directors of The Sports Club
Company, Inc. (the "Company") declared a dividend distribution of one right (a  
"Right") for each outstanding share of Common Stock, $.01 par value (each, a    
"Common Share"), of the Company to stockholders of record at the close of       
business on October 6, 1998. Each Right entitles the registered holder to       
purchase from the Company a unit consisting of one five-hundredth of a share of 
the Series A Junior Participating Cumulative Preferred Stock, par value $.01 per
share, of the Company (the "Preferred Shares"), or a combination of securities  
and assets of equivalent value, at a Purchase Price of $20 per unit, subject to 
adjustment. The description and terms of the Rights are set forth in a Rights   
Agreement (the "Rights Agreement") between the Company and American Stock       
Transfer & Trust Company.                                                       

1. Common Share Certificates Representing Rights                

              Until the Distribution Date (as defined in Section 2 below), (a)
the Rights shall not be exercisable, (b) the Rights shall be attached to and    
trade only together with the Common Shares and (c) the stock certificates       
representing Common Shares shall also represent the Rights attached to such     
Common Shares. Common Share certificates issued after the Record Date and prior 
to the Distribution Date shall contain a notation incorporating the Rights      
Agreement by reference.                                                         

2. Distribution Date                                            

               The "Distribution Date" is the earliest of (a) the tenth business
day following the date of the first public announcement that any person (other  
than the Company or certain related entities, and with certain additional       
exceptions) has become the beneficial owner of 15% or more of the then          
outstanding Common Shares (such person is a "15% Stockholder" and the date of   
such public announcement is the "15% Ownership Date"), (b) the tenth business   
day (or such later day as shall be designated by the Board of Directors)        
following the date of the commencement of, or the announcement of an intention  
to make, a tender offer or exchange offer, the consummation of which would cause
any person to become a 15% Stockholder or (c) the first date, on or after the   
15% Ownership Date, upon which the Company is acquired in a merger or other     
business combination in which the Company is not the surviving corporation or in
which the outstanding Common Shares are changed into or exchanged for stock or  
assets of another person, or upon which 50% or more of the Company's            
consolidated assets or earning power are sold (other than in transactions in the
ordinary course of business). In calculating the percentage of outstanding      
Common Shares that are beneficially owned by any person, such person shall be   
deemed to beneficially own any Common Shares issuable upon the exercise,        
exchange or conversion of any options, warrants or other securities beneficially
owned by such person; provided, however, that such Common Shares issuable upon  
such exercise shall not be deemed outstanding for the purpose of calculating the
percentage of Common Shares that are beneficially owned by any other person.    

 Page 2 of 7

8-A12G
3rd Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 3rd
             Upon the close of business of the Distribution Date, the Rights
shall separate from the Common Shares, Right certificates shall be issued, and  
the Rights shall become exercisable to purchase Preferred Shares as described in
Section 5 below.                                                                

         No person who is the beneficial owner of 15% or more of the
outstanding Common Shares as of September 29, 1998, shall be deemed a 15%       
Stockholder unless or until such person shall acquire, without the prior        
approval of the Board of Directors, Beneficial Ownership of additional Common   
Shares and, following such acquisition, is the Beneficial Owner of additional   
Common Shares constituting more than 2% of the Voting Shares of the Company then
outstanding. No Person shall be deemed to be a 15% Stockholder by reason of the 
preceding sentence solely because of an acquisition of Beneficial Ownership of  
Common Shares: (a) by gift; (b) as the result of the death of a Person, pursuant
to a will or the laws of descent, or as the result of the provisions of any     
trust or partnership agreement; or (c) upon the exercise of any stock option    
granted by the Company to an employee, officer or director.                     

3. Issuance of Right Certificates                               

              As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record  
of Common Shares as of the close of business on the Distribution Date, and such 
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.                                                              

4. Expiration of Rights                                         

        The Rights shall expire on October 6, 2008, unless earlier
redeemed or exchanged, unless the Distribution Date has previously occurred and 
the Rights have separated from the Common Shares, in which case the Rights,     
unless earlier redeemed or exchanged, will remain outstanding for ten years     
following the Distribution Date.                                                

5. Exercise of Rights                                           

           Unless the Rights have expired or been redeemed or exchanged,
they may be exercised, at the option of the holders, pursuant to paragraphs (a),
(b) or (c) below. No Right may be exercised more than once or pursuant to more  
than one of such paragraphs. From and after the first event of the type         
described in paragraphs (b) or (c) below, each Right that is beneficially owned 
by a 15% Stockholder or that was attached to a Common Share that is subject to  
an option beneficially owned by a 15% Stockholder shall be void.                

              (a) Right to Purchase Preferred Shares. From and after the close
of business on the Distribution Date, each Right (other than a Right that has   
become void) shall be exercisable to purchase one five-hundredth of a share of  
Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per   
share, of the Company (the "Preferred Shares"), at an exercise price of Twenty  
Dollars ($20.00) (the "Exercise Price"). Prior to the Distribution Date, the    
Company may substitute                                                          

Page 3 of 7 

8-A12G
4th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 4th
for all or any portion of the Preferred Shares that would otherwise be issuable 
upon exercise of the Rights, cash, assets or other securities having the same   
aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable
and, unless otherwise provided in connection with the creation of a subsequent  
series of preferred stock, are subordinate to any other series of the Company's 
preferred stock whether issued before or after the issuance of the Preferred    
Shares. The Preferred Shares may not be issued except upon exercise of Rights.  
The holder of a Preferred Share is entitled to receive when, as and if declared,
the greater of (i) cash and non-cash dividends in an amount equal to 500 times  
the dividends declared on each Common Share or (ii) a preferential annual       
dividend of $1.00 per Preferred Share ($.002 per one five-hundredth of a        
Preferred Share). In the event of liquidation, the holders of Preferred Shares  
shall be entitled to receive a liquidation payment in an amount equal to the    
greater of (1) $1.00 per Preferred Share ($.002 per one five- hundredth of a    
Preferred Share), plus all accrued and unpaid dividends and distributions on the
Preferred Shares, or (2) an amount equal to 500 times the aggregate amount to be
distributed per Common Share. Each Preferred Share has 500 votes per share,     
voting together with the Common Shares. In the event of any merger,             
consolidation or other transaction in which Common Shares are exchanged, the    
holder of a Preferred Share shall be entitled to receive 500 times the amount   
received per Common Share. The rights of the Preferred Shares as to dividends,  
voting and liquidation preferences are protected by antidilution provisions. It 
is anticipated that the value of one five-hundredth of a Preferred Share should 
approximate the value of one Common Share.                                      

          (b) Right to Purchase Common Shares of the Company. From and
after the close of business on the tenth business day following the 15%         
Ownership Date, each Right (other than a Right that has become void) shall be   
exercisable to purchase, at the Exercise Price (initially $20.00), Common Shares
with a market value equal to two times the Exercise Price. If the Company does  
not have sufficient Common Shares available for all Rights to be exercised, the 
Company shall substitute for all or any portion of the Common Shares that would 
otherwise be issuable upon the exercise of the Rights, cash, assets or other    
securities having the same aggregate value as such Common Shares.               

            (c) Right to Purchase Common Stock of a Successor Corporation.
If, on or after the 15% Ownership Date, (i) the Company is acquired in a merger 
or other business combination in which the Company is not the surviving         
corporation, (ii) the Company is the surviving corporation in a merger or other 
business combination in which all or part of the outstanding Common Shares are  
changed into or exchanged for stock or assets of another person or (iii) 50% or 
more of the Company's consolidated assets or earning power are sold (other than 
in transactions in the ordinary course of business), then each Right (other than
a Right that has become void) shall thereafter be exercisable to purchase, at   
the Exercise Price (initially $20.00), shares of common stock of the surviving  
corporation or purchaser, respectively, with an aggregate market value equal to 
two times the Exercise Price.                                                   

 Page 4 of 7

8-A12G
5th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 5th
6. Adjustments to Prevent Dilution                              

          The Exercise Price, the number of outstanding Rights and the
number of Preferred Shares or Common Shares issuable upon exercise of the Rights
are subject to adjustment from time to time as set forth in the Rights Agreement
in order to prevent dilution. With certain exceptions, no adjustment in the     
Exercise Price shall be required until cumulative adjustments require an        
adjustment of at least 1%.                                                      

7. Cash Paid Instead of Issuing Fractional Securities           

               No fractional securities shall be issued upon exercise of a Right
(other than fractions of Preferred Shares that are integral multiples of one    
five-hundredth of a Preferred Share and that may, at the election of the        
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash shall be made based on the market price of such securities on the last  
trading date prior to the date of exercise.                                     

8. Redemption                                                   

            At any time prior to the earlier of (a) the tenth business day
(or such later day as shall be designated by the Board of Directors) following  
the date of the commencement of, or the announcement of an intention to make, a 
tender offer or exchange offer, the consummation of which would cause any person
to become a 15% Stockholder, (b) the tenth business day after the 15% Ownership 
Date or (c) the first event of the type giving rise to exercise rights under    
Section 5(c) above, the Board of Directors may, at its option, direct the       
Company to redeem the Rights in whole, but not in part, at a price of $.001 per 
Right (the "Redemption Price"), and the Company shall so redeem the Rights.     
Immediately upon such action by the Board of Directors (the date of such action 
is the "Redemption Date"), the right of the holders of Rights thereafter shall  
be to receive the Redemption Price.                                             

9. Exchange                                                     

               At any time during the period of 180 days after the 15% Ownership
Date, the Board of Directors of the Company may, at its option, authorize and   
direct the exchange of all, but not less than all, of the then outstanding      
Rights for Common Shares, one five-hundredths of Preferred Shares, debt         
securities of the Company, other property, or any combination of the foregoing, 
which, as of the date of the Board of Directors' action, has a current market   
price equal to the difference between the Exercise Price and the current market 
price of the shares that would otherwise be issuable upon exercise of a Right on
such date (the "Exchange Ratio"), and the Company shall so exchange the Rights. 
Immediately upon such action by the Board of Directors, the right to exercise   
Rights shall terminate and the only right of the holders of Rights thereafter   
shall be to receive a number of Common Shares equal to the Exchange Ratio.      

 Page 5 of 7

8-A12G
6th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 6th
10. No Stockholder Rights Prior to Exercise                     

            Until a Right is exercised, the holder thereof, as such, shall
have no rights as a stockholder of the Company (other than rights resulting from
such holder's ownership of Common Shares), including, without limitation, the   
right to vote or to receive dividends.                                          

11. Amendment of Rights Agreement                               

        The Board of Directors may, from time to time, without the
approval of any holder of Rights, direct the Company and the Rights Agent to    
supplement or amend any provision of the Rights Agreement in any manner, whether
or not such supplement or amendment is adverse to any holder of Rights, and the 
Company and the Rights Agent shall so supplement or amend such provision;       
provided, however, that from and after the earliest of (a) the tenth business   
day (or such later day as shall be designated by the Board of Directors)        
following the date of the commencement of, or the announcement of an intention  
to make, a tender offer or exchange offer, the consummation of which would cause
any person to become a 15% Stockholder, (b) the 15% Ownership Date, (c) the     
first event of the type giving rise to the exercise of rights under Section 5(c)
above, or (d) the Redemption Date, the Rights Agreement shall not be            
supplemented or amended in any manner that would materially and adversely affect
any holder of outstanding Rights other than a 15% Stockholder.                  

Item 2.  EXHIBITS.                                                              

            The Rights Agreement, dated as of October 6, 1998, between The
Sports Club Company, Inc. and American Stock Transfer & Trust Company, as Rights
Agent, which includes as Exhibit 1 thereto the Certificate of Designations      
relating to the Preferred Stock, and as Exhibit 2 thereto the Form of Right     
Certificate to be distributed to holders of Rights after the Distribution Date  
(as that term is defined in the Rights Agreement).                              

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.       

                           THE SPORTS CLUB COMPANY, INC.

                      By: /s/ D. MICHAEL TALLA

                     Chief Executive Officer
                           (Principal Executive Officer)
Dated: October 6, 1998                                                          

 Page 6 of 7

8-A12G
Last Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 7th
EXHIBIT INDEX                                                                   

                                                                [Download Table]

EXHIBIT                                                                     
NUMBER                DESCRIPTION                                           
------                -----------                                           
                                                                            
   1.             Rights Agreement, dated as of October 6, 1998, between The
                  Sports Club Company, Inc. and American Stock Transfer &   
                  Trust Company, as Rights Agent, which includes, as Exhibit
                  1 thereto, the Certificate of Determinations of Rights,   
                  Preferences and Privileges with respect to Series A Junior
                  Participating Cumulative Preferred Stock, and as Exhibit 2
                  thereto, the form of Right Certificate.                   

 Page 7 of 7

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		10/6/08		3
Filed on:		10/6/98		2		7			8-K
		9/29/98		2		3			8-K
									List all Filings