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
DANIEL GREEN COMPANY (to be PHOENIX FOOTWEAR GROUP, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts (Delaware) 15-0327010
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
450 North Main Street, Old Town, Maine 04468
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(Address of principal executive offices) (Zip Code)
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
Common Stock, $2.50 par value American Stock Exchange
(Common Stock, $.01 par value)
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. [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), check the following box. [_]
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
None
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Daniel Green Company has applied to the American Stock Exchange to list its
Common Stock, par value $2.50 per share, effective May 10, 2002 when it is
expected that its stockholders will approve a proposal to merge Daniel Green
Company into its wholly owned Delaware subsidiary, Phoenix Footwear Group, Inc.
which will be the surviving corporation. At that time the Daniel Green Common
Stock will automatically become Phoenix Footwear Group, Inc. Common Stock, par
value $.01 per share, in accordance with the Merger Agreement.
The following description of Registrant's Common Stock relates solely to
the Common Stock, $.01 par value, of Phoenix Footwear Group, Inc., a Delaware
corporation:
Each issued and outstanding share is entitled to receive such dividends as
may be declared by the Board of Directors, from time to time, in accordance with
Sections 170 and 173 of the Delaware General Corporation Law, out of surplus or,
if no surplus, out of its net profits for the fiscal year in which the dividend
is declared and/or the preceding fiscal year.
Each share is entitled to one vote on all matters which under the Delaware
General Corporation Law require the vote of stockholders.
No share has any preemptive right to acquire any security of the
Registrant.
If the stockholders fail to approve the merger, the Daniel Green Company
Common Stock will be listed. A description thereof is as follows:
Each issued and outstanding share is entitled to receive such dividends as
may be declared by the Board of Directors, from time to time.
Each issued and outstanding share is entitled to one vote on all matters
which under the Massachusetts Business Corporation Law require the vote of
stockholders.
No share has any preemptive right to acquire any security of the
Registrant.
Item 2. Exhibits.
List below all exhibits filed as a part of the registration statement.
1. Certificate of Incorporation of Phoenix Footwear Group, Inc.,
incorporated by reference to Schedule 14A of Daniel Green Company filed March
29, 2002 with the Securities and Exchange Commission, being Appendix B to the
Proxy Statement.
2, Agreement and Plan of Merger, incorporated by reference to Schedule 14A
of Daniel Green Company filed March 29, 2002 with the Securities and Exchange
Commission, being Appendix A to the Proxy Statement.
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, thereto duly authorized.
(Registrant) DANIEL GREEN COMPANY (to be PHOENIX FOOTWEAR GROUP, INC.)
Date April 30, 2002
By /s/ James R. Riedman
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James R. Riedman, Chairman & CEO