Capital Associates Inc – ‘8-A12G’ on 11/12/97

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

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Frm8Anov.001                                           6     28K 
 2: EX-1        Frm8Anov.001                                          63    201K 

8-A12G   —   Frm8Anov.001
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8-A12G
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

------

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b)3 OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

CAPITAL ASSOCIATES, INC.
------------------------
(Exact name of registrant as specified in its charter)

DELAWARE                                           84-1055327 
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)                                                

7175 WEST JEFFERSON AVENUE, LAKEWOOD, COLORADO                80235             
(Address of principal executive offices)                 (Zip Code)       

Registrant's telephone number, including area code: (303) 980-1000

If this Form relates to the registration of a class of debt securities and is to
become  effective  pursuant to General  Instruction  A.(c)(1),  please check the
following _____.                                                                

If this Form relates to the registration of a class of debt securities and is to
become   effective   simultaneous   with  the   effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following ____.                          

 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:

Rights to Purchase Series B Junior Participating Preferred Stock
(Title of Class)

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Item 1.    Description of Registrant's Securities to be Registered              
-------------------------------------------------------   

           GENERAL.  The Board of Directors  of Capital  Associates,  Inc.  (the
           "Company")  submitted  to the  stockholders  of the Company for their
           consideration  a  Stockholder's  Rights Plan,  which was ratified and
           adopted by vote at their Annual  Meeting held on October 24, 1997. On
           October 24,  1997 the Board of  Directors  of the Company  declared a
           dividend  of one Right for each  outstanding  share of the  Company's
           common  stock,  par value $.008 per share (the "Common  Stock").  The
           distribution  occurred on  November 7, 1997,  to holders of record of
           Common  Stock on that date.  In  addition,  until the  Rights  become
           exercisable as described below and in certain  limited  circumstances
           thereafter, the Company will issue one Right for each share of Common
           Stock  issued  after  November 7, 1997.  Each Right,  when it becomes
           exercisable,  will entitle its registered holder to purchase from the
           Company  one  one-hundredth  of a share (a "Unit")  of the  Company's
           Series  B Junior  Participating  Preferred  Stock,  par  value  $.001
           ("Preferred  Stock")  at a price of  $40.00  (the  "Purchase  Price")
           subject to adjustment.  The  description  and terms of the Rights are
           set forth in a Rights Agreement (the "Rights  Agreement") between the
           Company and ChaseMellon Shareholder Services L.L.C., as Rights Agent.

           DISTRIBUTION  DATE.  The  Rights  will not be  exercisable  until the
           Distribution Date (as defined below). Prior to the Distribution Date,
           they will be evidenced by the  certificates for Common Stock and will
           be transferred  with and only with the Common Stock. In general,  the
           Rights  will  separate  from the Common  Stock and the  "Distribution
           Date" will occur upon the earlier of the following: (1) the tenth day
           after  the  first  public  disclosure  that a  person  or  group  (an
           "Acquiring Person") has acquired beneficial  ownership of 20% or more
           of the outstanding  Common Stock (the "Stock  Acquisition  Date"), or
           (2) the tenth  business  day after  the  commencement  of a tender or
           exchange  offer that, if  consummated,  would result in one person or
           group  beneficially  owning  20% or  more of the  outstanding  Common
           Stock. A person or group will not be an Acquiring Person, however, by
           acquiring  beneficial  ownership  of 20% or more  of the  outstanding
           shares of Common  Stock  pursuant to a  Qualifying  Offer (as defined
           below),   and  no   Distribution   Date  will  occur   following  the
           commencement of a tender offer or exchange offer that is a Qualifying
Offer.                                                    

           A "Qualifying  Offer" means a tender offer or exchange  offer for all
           outstanding shares of Common Stock at a price and on terms determined
           by at least a majority of the Continuing Directors (as defined below)
           who are not  officers  or  employees  of the  Company and who are not
           related (as  specified in the Rights  Agreement) to the person making
           such  offer,  after  receiving  advice  from  one or more  investment
           banking firms, to be fair to and in the best interests of the Company
and its stockholders.                                     

           On the  Distribution  Date,  each Right will  become  exercisable  to
           purchase one one hundredth share of Preferred Stock until November 6,
           2007 (the "Expiration  Date"),  except as described below, unless the
           Rights are earlier  redeemed.  As soon as  practicable  following the
           Distribution Date, separate  certificates  evidencing the Rights (the
           "Rights  Certificates")  will be mailed to  holders  of record of the
           Common  Stock as of the close of business on the  Distribution  Date.
           The separate Rights  Certificates will thereafter  evidence ownership
           of the  Rights,  which  will then  trade  separately  from the Common
Stock.                                                    

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           ISSUANCE  OF  PREFERRED  SHARES.  The  Preferred  Stock  will  have a
           liquidation  preference of $1.00 per hundredth of a share.  Dividends
           on the  Preferred  Stock will be payable  quarterly  in an amount for
           each one-hundredth of a share of Preferred Stock equal to the greater
           of $.01 or the amount per share of any dividend paid on the Company's
           Common Stock for such quarter.  Unpaid  dividends will cumulate.  The
           Preferred Stock will not be redeemable.  Each one-hundredth  share of
           Preferred  Stock  will  have the same  voting  rights as one share of
Common Stock.                                             

           Pursuant to the Rights Agreement, the purchase price payable, and the
           number of Units of Preferred  Stock or other  securities  or property
           issuable,  upon the exercise of the Rights are subject to  adjustment
           from  time to time to  prevent  dilution  (i) in the event of a stock
           dividend on, or a subdivision, combination or reclassification of the
           Preferred  Stock,  (ii) if holders of the Preferred Stock are granted
           certain  rights or  warrants  to  subscribe  for  Preferred  Stock or
           convertible  securities at less than the current  market price of the
           Preferred Stock, or (iii) upon the distribution to the holders of the
           Preferred  Stock of evidences of  indebtedness  or assets  (excluding
           regular quarterly cash dividends),  assets or subscription  rights or
warrants (other than those referred to above).            

           The  Preferred  Stock may be issued in  fractions  that are  integral
           multiples of one one hundredth of a share.  No fractional  Units will
           be issued  upon any  exercise  of  Rights,  and in lieu  thereof,  an
           adjustment  in cash  will be made  based on the  market  price of the
      Preferred Stock on the then-current market price of such shares.

           EFFECTS OF  "TRIGGERING  EVENTS".  Under certain  circumstances,  the
           Rights will entitle their holders to purchase  securities  other than
           Preferred Stock. If any person becomes an Acquiring Person other than
           pursuant to a Qualifying Offer, each holder of a Right (except Rights
           that are void as set forth below) will  thereafter  have the right to
           receive, upon exercise,  Common Stock (or, in certain  circumstances,
           cash,  property or other  securities  of the Company)  having a value
           equal to two times the exercise price of the Right.  However,  Rights
           are not exercisable in any event until such time as the Rights are no
longer redeemable by the Company as set forth below.      

           For example,  at an exercise  price of $40 per Right,  each Right not
           owned  by  an  Acquiring  Person  (or  by  certain  related  parties)
           following an event set forth in the preceding paragraph would entitle
           its  holder  to  purchase   $80  worth  of  Common  Stock  (or  other
           consideration,  as noted  above)  for $40.  Assuming  that the Common
           Stock had a per share  value of $20 at such time,  the holder of each
           valid Right would be entitled to purchase four shares of Common Stock
for $40.                                                  

           "Continuing  Directors" includes any member of the Board of Directors
           of the  Company  who was a member  of the  Board  prior to the  Stock
           Acquisition  Date, and any person who is subsequently  elected to the
           Board if such person is  recommended or approved by a majority of the
           Continuing Directors, but does not include an Acquiring Person, or an
           affiliate or associate of an Acquiring Person, or any  representative
of the foregoing entities.                                

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           If at any time following the Stock  Acquisition  Date (i) the Company
           is acquired in a merger or other business combination  transaction in
           which  the  Common  Stock is  changed  or  exchanged  or in which the
           Company is not the  surviving  corporation  (other than a merger that
           follows a Qualifying Offer and satisfies certain other requirements),
           or (ii) 50% or more of the Company's  assets or earning power is sold
           or  transferred,  each holder of a Right (except Rights that are void
           as set forth below) shall thereafter have the right to receive,  upon
           exercise,  common stock of the acquiring company having a value equal
           to two times the exercise price of the Right. The events set forth in
           this paragraph and in the fourth preceding  paragraph are referred to
as the "Triggering Events".                               

           Any  Rights  that are  beneficially  owned by a person  who is or who
           later  becomes an Acquiring  Person (or any affiliate or associate of
           an  Acquiring  Person)  or are  owned by  certain  transferees  of an
           Acquiring  Person  shall  become  void  from and  after the time such
           person becomes an Acquiring Person.  Thus, any holder of such a Right
           (including any subsequent holder) may be unable to exercise the Right
after the occurrence of a Triggering Event.               

           REDEMPTION.  At any time  before  the  earlier  of (i) the  tenth day
           following the Stock  Acquisition  Date, or (ii) November 6, 2007, the
           Board of Directors of the Company may redeem the Rights in whole, but
           not in part, for $.01 per Right (the  "Redemption  Price").  However,
           any  such  redemption  may be made  only  with the  concurrence  of a
           majority of the Continuing Directors if it occurs (i) on or after the
           time that any person becomes an Acquiring  Person or (ii) on or after
           the date of a change (resulting from a proxy or consent solicitation)
           in a majority of the directors in office at the  commencement of such
           solicitation if any person who is a participant in such  solicitation
           has  stated  (or if the Board  believes)  that such  person  may take
           action  to  become  an  Acquiring  Person  or  otherwise  to  cause a
           Triggering Event. The redemption period may be extended if it has not
yet expired at the time of the extension.                 

           If the Board of  Directors  elects to redeem the Rights,  the Company
           will announce the  redemption,  the right to exercise the Rights will
           terminate  and the only  right of the  holders  of Rights  will be to
receive the Redemption Price.                             

           AMENDMENTS.  At any time before the  Distribution  Date,  the Company
           may,  without the  approval  of any holder of the  Rights,  amend any
           provision  of the Rights  Agreement,  except that the Company  cannot
           change the Redemption  Price, the Expiration Date, the Purchase Price
           or the number of  one-hundredths  of a share of  Preferred  Stock for
           which a Right is  exercisable.  At any time  after  the  Distribution
           Date, the Company may amend the Rights Agreement without the approval
           of the  holders of the Rights to cure any  ambiguity,  to correct any
           defective or inconsistent  provision,  subject to certain exceptions,
           to  shorten or  lengthen  any time  period  (which  may  require  the
           concurrence of a majority of the Continuing Directors) or to change a
           provision in any manner the Company deems necessary and that does not
           adversely affect the interests of the holders of the Rights. However,
           the Company can extend the  redemption  period only if the Rights are
redeemable at the time of the extension.                  

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           OTHER  CONSIDERATIONS.  Until a Right is  exercised,  its holder,  as
           such,  will have no rights as a stockholder  of the Company,  such as
           the right to vote or to receive dividends.  While the distribution of
           the Rights  will not be taxable to  stockholders  or to the  Company,
           stockholders may, depending upon the circumstances, recognize taxable
           income if the Rights  become  exercisable  upon the  occurrence  of a
Triggering Event as set forth above.                      

           The  Rights  have  certain  anti-takeover  effects.  They  may  cause
           substantial  dilution  to a person or group that  attempts to acquire
           the Company without conditioning the offer on a substantial number of
           Rights being  acquired.  However,  as described  above, no such event
           will occur in  connection  with a  Qualifying  Offer.  Moreover,  the
           Rights  should  not  interfere   with  a  merger  or  other  business
           combination  approved  by the  Board  of  Directors  of the  Company,
           because the Board of Directors (under certain circumstances, with the
           concurrence  of the  Continuing  Directors) may redeem the Rights for
$.01 per Right as described above.                        

           As of September 19, 1997, there were 5,013,006 shares of Common Stock
           outstanding.  Each such share outstanding as of November 7, 2007 will
           receive one Right.  Prior to the Distribution  Date, the Company will
           issue  one Right for each such  share of Common  Stock  issued  after
           November  7, 2007.  Sixty  thousand  shares of  Preferred  Stock will
     initially be reserved for issuance upon exercise of the Rights.

           The terms of the Rights are set forth in the  Rights  Agreement.  The
           form of Rights Agreement,  which includes,  as Exhibit A, the form of
           Certificate of Designations of the Preferred Stock and, as Exhibit B,
           the form of Rights  Certificate,  is  included  as  Exhibit 1 to this
           Current Report on Form 8-K and is  incorporated  herein by reference.
           The  foregoing  description  of the  Rights  does not  purport  to be
           complete  and is qualified in its entirety by reference to the Rights
Agreement.                                                

           The Rights Agreement provides that MCC Financial  Corporation ("MCC")
           which is record holder of 2,575,869  shares of Common Stock or 51.38%
           of the issued and outstanding  Common Stock as of September 19, 1997,
           and any person who  acquires  Common Stock from MCC, are not included
           in  the  definitions  of  "Acquiring  Person"  and  thus  the  Rights
Agreement will not apply to any of them.                  

Item 2.    Exhibits                                                             
--------                                                  

Exhibit 1. Form  of  Rights  Agreement  dated  as  of  November 7, 1997, between
          Capital Associates, Inc. and ChaseMellon Shareholder Services L.L.C.

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SIGNATURES

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.                         

                          CAPITAL ASSOCIATES, INC.
            Registrant

Date:  November 12, 1997                 By:  /s/Philip J. Teigen               
                               -------------------
                            Philip J. Teigen
                             President and CEO

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Filed on:		11/12/97		6					8-K
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		10/24/97		2
		9/19/97		5
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