MFC Industrial Ltd. – ‘8-A12G’ on 5/28/03

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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      Registration of a Class of Securities                  8     28K 
 2: EX-1        Underwriting Agreement                                47    175K 

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

8-A12G
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 UNITED STATES
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

MFC BANCORP LTD.
(Exact name of Registrant as specified in its charter)

Yukon Territory, Canada                           N/A             
(State  of  incorporation  or                (I.R.S.  Employer        
   organization)                      Identification  No.)

Floor 21, Millennium Tower, Handelskai 94-9, A-1200, Vienna, Austria
 (Address of office)

Securities to be registered pursuant to Section 12(b):                          

 Title of each class          Name of each exchange on which
 to be so registered          each class is to be registered

N/A                               N/A     
-----------------------        ------------------------------ 
-----------------------        ------------------------------ 
-----------------------        ------------------------------ 

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),  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),  check  the  following  box.  [X]                           

Securities  Act  registration  statement file number to which this form relates:
N/A     (if  applicable)                                                  
----------                                                                      

Securities  to  be  registered  pursuant  to  Section  12(g)  of  the  Act:     

 Common  Share  Purchase  Rights
--------------------------------------------------------------------------------
(Title of class)

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ITEM  1.     DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED            

On  May  16, 2003, the board of directors (the "Board") of MFC Bancorp Ltd. (the
"Corporation")  approved  the  adoption  of  an amended and restated shareholder
rights  plan  agreement  (the  "Rights  Agreement")  between the Corporation and
Computershare  Investor  Services  Inc.  (the  "Rights  Agent")  to  replace the
shareholder  protection  rights  plan  agreement  that  expired  at the close of
business  on  May  18,  2003.  In  connection  therewith,  the  Board declared a
distribution  of  one common share purchase right (a "Right") in respect of each
outstanding  share  of  common  stock  of  the Corporation (a "Common Share") to
holders  of  record at the close of business on May 18, 2003 (the "Record Time")
and  authorized  the Corporation to issue one right for each Common Share issued
after  the  Record  Time  and prior to the "Separation Time" (as defined below).
Each  right  entitles  the  registered  holder  thereof  to  purchase,  from the
Corporation,  one  Common  Share  at  an  initial  exercise price of Cdn$75 (the
"Exercise  Price"),  subject  to  certain  adjustments  as  described  below.   

Although  the  Rights  Agreement  became  effective  upon  execution thereof, in
accordance  with  the  terms  thereof,  the  Rights will terminate if the Rights
Agreement  is  not  confirmed  by  the  shareholders  of  the  Corporation  (the
"Shareholders")  at the annual and special meeting of shareholders scheduled for
June  27,  2003.  If  confirmed,  the  Rights  will  expire  six years after the
effective  date  (the  "Expiration  Time"),  unless  the  Rights  Agreement  is 
reconfirmed  by  the  Shareholders in three years or the Rights are exchanged or
redeemed  earlier  by  the  Corporation  as  described  below.                  

As  the  Rights  Agreement  may  increase the price to be paid by an acquiror to
obtain  control  of the Corporation and may discourage certain transactions, the
Rights Agreement may reduce the likelihood of a take-over bid being made for the
outstanding  Common Shares of the Corporation. Accordingly, the Rights Agreement
may  deter  some  take-over bids that Shareholders might wish to receive and may
make  the  replacement  of  management  less  likely.                           

The  Rights Agreement was not implemented in response to any proposal, inquiries
or  in  anticipation of any pending or threatened take-over bid or offer for the
Common  Shares  of  the  Corporation.                                           

SUMMARY  OF  THE  RIGHTS  AGREEMENT  TERMS                                      

The  following  description of the terms of the Rights Agreement is qualified in
its  entirety  by  reference  to  the  text  of the Rights Agreement attached as
Exhibit  1  hereto. Unless the context otherwise requires, the capitalized terms
used  in  this  Form  8-A shall have the meanings ascribed to them in the Rights
Agreement  attached  as  Exhibit  1  hereto.                                    

Dilution                                                                        

In  the  event  that  a  person  announces the acquisition of 20% or more of the
Common  Shares  of  the  Corporation,  other  than  through  certain  Permitted 
Acquisitions  including  a  Permitted Bid or Competing Permitted Bid or on terms
otherwise approved by the Board, each Right (other than any held by an Acquiring
Person) will "Flip-In" to entitle the registered holder to acquire Common Shares
at  a 50% discount from the then prevailing market price. For example, if at the
time of such announcement the Exercise Price is $75 and the Common Shares have a
Market Value of $30 each, the holder of each Right would be entitled to purchase
5  Common  Shares  for an aggregate price of $75 (the number of Common Shares at
50%  of  Market Value that can be obtained for the Exercise Price, excluding any
fractional  shares).                                                            

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Separation  Time                                                                

The  "Separation  Time"  is  the  Close  of  Business  on the tenth Business Day
following  the  earlier  of:                                                    

(a)     the  Stock  Acquisition  Date;                                          

(b)     the  date  of  the  commencement of, or first public announcement of the
intent  of  any  Person  (other  than  the  Corporation or any Subsidiary of the
Corporation)  to  commence  a  Take-over  Bid  (other  than  a  Permitted Bid or
Competing  Permitted  Bid so long as such Take-over Bid continues to satisfy the
requirements  of  a  Permitted  Bid  or  Competing  Permitted  Bid);  and       

(c)     the  date upon which a Permitted Bid or Competing Bid ceases to be such.

In addition, the Board may determine such later time provided that, if the Board
determines  to  waive  the application of the Flip-in Event provision, or if any
Take-over  Bid  is  cancelled,  terminated  or  otherwise withdrawn prior to the
Separation  Time,  such  offer  shall  be  deemed  never  to  have  been  made. 

Trading  and  Exercise  of  Rights                                              

The  Rights  will  separate  and  trade  apart from the Common Shares and become
exercisable after the Separation Time upon the issuance of "Rights Certificates"
(as  defined  below).  Until  the Separation Time, the Rights may be transferred
only  with  the  associated  Common  Shares  and  will  be  represented  by  the
outstanding  Common  Share certificates; new Common Share certificates issued on
the  transfer  of existing Common Shares or on the issuance of additional Common
Shares  will contain a notation incorporating the Rights Agreement by reference.
Promptly  following  the  Separation  Time, separate certificates evidencing the
Rights (the "Rights Certificates") will be mailed to holders of record of Common
Shares  as  of  the  Separation  Time;  thereafter, the Rights Certificates will
evidence  the  Rights.                                                          

Acquiring  Person                                                               

Subject  to  certain  exceptions set forth in the Rights Agreement, the dilutive
effects  of  the  Rights  are triggered by a person becoming an Acquiring Person
upon  the  acquisition of Beneficial Ownership of 20% or more of the outstanding
Voting  Shares.  A  person will not trigger the separation and exercisability of
the  Rights  if  he  becomes  the  Beneficial Owner of 20% or more of the Voting
Shares  as  a  result  of  Permitted  Bid Acquisitions, Voting Share Reductions,
Pro-rata  Acquisitions or otherwise on terms approved by the Board (collectively
the  "Permitted Acquisitions"), provided that if he becomes the Beneficial Owner
of  20%  or  more  of  the Voting Shares by such means and he is or subsequently
becomes  the Beneficial Owner of additional Voting Shares constituting more than
1%  of  the  Voting  Shares  outstanding, other than by a Permitted Acquisition,
then,  as  of  the  date  of  such  additional  acquisition,  he shall become an
Acquiring  Person.                                                              

The  Rights Agreement also contains a grandfathering provision which states that
a  person shall not be and shall not be deemed to be an Acquiring Person if such
person  was the beneficial owner of 20% or more of the outstanding Voting Shares
of  the  Corporation  as  determined  at the Record Time.  The provision further
states  that  should  such  a person after the Record Time become the Beneficial
Owner of additional Voting Shares of the Corporation constituting more than 0.5%
of  the  Voting  Shares  of  the  Corporation  other  than  through  Permitted  
Acquisitions  the exemption provided by the grandfathering provision shall cease
to be applicable to that person.  This provision is necessary as the Corporation
already has a Shareholder with a greater than 20% interest in its Voting Shares.

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Beneficial  Ownership                                                           

Beneficial  Ownership  is  broadly  defined in the Rights Agreement, but certain
exceptions  from  its  scope  are  provided, among them an exception designed to
avoid  inadvertent triggering of the dilutive effects of the Rights by portfolio
managers  acting  for  pension  funds  and  others  who  do not intend to make a
Take-over  Bid  for  the  Corporation's Voting Shares and persons who enter into
Permitted  Lock-up  Agreements.                                                 

Permitted  Bid                                                                  

As  discussed above, a Permitted Bid or Competing Permitted Bid will not trigger
the  dilutive  effects of the Rights. A Permitted Bid or Competing Permitted Bid
is a Take-over Bid by means of a Take-over Bid Circular, and which also complies
with  the  following  conditions:                                               

(a)     the bid must be made to all Shareholders wherever resident as registered
on  the  books  of  the  Corporation  on  identical  terms;  and                

(b)     the  bid  contains  irrevocable  and  unqualified  provisions  that:    

(i)     all Voting Shares may be deposited pursuant to the bid at any time prior
to  the  close  of  business  on the date referred to in (ii) below and that all
Voting  Shares  deposited pursuant to the bid may be withdrawn at any time prior
to  the  close  of  business  on  such  date;                                   

(ii)     no Voting Shares will be taken up or paid for pursuant to the bid prior
to  the close of business on a date which is not less than 60 days following the
date  of  the bid and unless Independent Shareholders have deposited or tendered
shares representing more than 50% of the Voting Shares then outstanding pursuant
to  the  bid  and  have  not  withdrawn  such  shares;  and                     

(iii)     should the condition referred to in (ii) above be met, the bid will be
extended  on  the same terms for a period of not less than 10 days from the date
referred  to in (ii) above provided that where a greater number of Voting Shares
are  deposited  than the bidder is bound or willing to acquire pursuant to a bid
for  less  than  all  of the Voting Shares held by Independent Shareholders, the
Voting  Shares  must  be  taken  up  and  paid  for  on  a  pro  rata  basis.   

A  Competing  Permitted  Bid  may proceed contemporaneously with a Permitted Bid
provided  it  expires  on  the  later of 35 days after the date of the Competing
Permitted  Bid  and  60  days  following the date of the earliest Permitted Bid.

The  Corporation is of the view that the requirement that the bid be made to all
registered holders of Voting Shares, wherever resident, is necessary in order to
ensure  equal  treatment  for  all Shareholders, particularly as a number of the
Corporation's  Shareholders  reside  in  the  United  States.                   

Redemption  and  Waiver                                                         

The  Board  may, at its option, at any time prior to the Flip-in Event, with the
prior  consent  of  holders  of Voting Shares or Rights, as applicable, elect to
redeem  all  but not less than all of the Rights at a redemption price of $0.001
per  Right  and,  in  that event, the right of holders of Rights to exercise the
Rights  will  terminate.  The                                                   

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Rights  Agreement  also  gives  the  Board  the  right in certain circumstances,
without the prior consent of holders of Voting Shares or Rights,  as applicable,
to waive the application of the Rights Agreement, as set out  therein.          

For  example,  the  Rights  Agreement contains certain provisions with regard to
waiver  of  the  Rights  Agreement  if  a  person  became an Acquiring Person by
inadvertence  and  without  any  intention  to become or knowledge that it would
become  an  Acquiring  Person  under  the Rights Agreement in the event that the
person, within 10 days following the determination by the Board, has reduced its
beneficial  ownership  of  Voting  Shares  such  that the person is no longer an
Acquiring  Person.  If  the  person  remains an Acquiring Person at the close of
business  following  the  10  days,  the  provisions of the Rights Agreement are
triggered.                                                                      

Supplements  and  Amendments                                                    

The  ability  of the Corporation to amend the Rights Agreement is subject to the
terms contained therein.  The Corporation may amend or supplement the agreement,
inter  alia,  as  follows:                                                      

(a)     without the consent of holders of Voting Shares or Rights to correct any
clerical or typographical error or cure any ambiguity or inconsistency which are
required  to  maintain  the  validity of the Rights Agreement as a result of any
change  in  any  applicable  legislation,  regulations  or  rules  thereunder;  

(b)     with  the  prior  consent  of  the holders of Voting Shares, at any time
prior  to  the  Separation  Time,  supplement,  amend, vary or delete any of the
provisions;                                                                     

(c)     with the prior consent of the holders of Rights, at any time on or after
the  Separation  Time and before the Expiration Time, supplement, amend, vary or
delete  any  of  the  provisions;  and                                          

(d)     without  the  prior  approval  of  any  holders  of Voting Shares or the
Rights,  supplement,  amend,  delete or vary any of the provisions of the Rights
Agreement  or  the  Rights  as  may  be  required  to  maintain  its validity or
effectiveness  including  without limitation, revising the Exercise Price of the
Rights  as  a  result  of  any  change  in  applicable legislation or regulation
provided  that:  (i)  if  made  before  the Separation Time, any such amendment,
supplement,  variation or deletion shall be submitted to the Shareholders of the
Corporation at the next general meeting of the Shareholders for confirmation; or
(ii)  if  made  after  the  Separation  Time,  any  such amendment, variation or
deletion  shall  be submitted to the holders of Rights at a meeting to be called
for  on  a  date  not  later  than  immediately  following  the  next meeting of
Shareholders  of  the Corporation for confirmation.  If the Corporation fails to
receive  confirmation  by  its  Shareholders,  then  such supplement, amendment,
variation or deletion shall cease to be effective from and after the termination
of  the  meeting.                                                               

Notwithstanding anything in the Rights Agreement, no amendment or supplement may
be  made  to  the  provisions  concerning  the  Rights Agent without the express
written  consent  of  the  Rights  Agent.                                       

The  Rights  Agreement,  which  includes as Exhibit A thereto the Form of Rights
Certificate,  is  attached  hereto  as  Exhibit  1 and is incorporated herein by
reference.                                                                      

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ITEM  2.     EXHIBITS                                                           

EXHIBIT  NO.     DESCRIPTION                                                    
------------     -----------                                                    
     1          Amended and Restated Shareholder Rights Plan Agreement, dated as
              of  May  16,  2003  between MFC Bancorp Ltd. and Computershare
                Investor Services Inc.,  which  includes  as  Exhibit  A thereto
the Form of Rights Certificate.                 

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 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.                

MFC  BANCORP  LTD.                                                              

/s/ Roy Zanatta                                                             
-------------------------                                                       
Roy Zanatta                                                                     
Secretary                                                                       

Dated:  May 28, 2003                                                            

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 EXHIBIT INDEX

EXHIBIT  NO.     DESCRIPTION                                                    
------------     -----------                                                    
1           Amended  and  Restated Shareholder Rights Plan Agreement, 
        dated as of May 16, 2003, between MFC Bancorp Ltd. and
           Computershare Investor Services Inc., which  includes  as
          Exhibit  A  thereto  the  Form  of  Rights  Certificate.

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		6/27/03		2
Filed as of:		5/29/03							6-K
Filed on:		5/28/03		7					6-K
		5/18/03		2
		5/16/03		2		8
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