UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
AMENDMENT NO. 1
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
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(Common Stock, $.01 par value)
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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 filed a Form 8-A with the Securities and Exchange
Commission on April 30, 2002. This Amendment No. 1 thereto is filed to update or
modify the following information:
a) The American Stock Exchange approved the application of the
Registrant to list its common stock, par value $2.50 per share or, if the merger
proposal is approved by stockholders, the common stock, par value $.01 per
share. of the surviving corporation, Phoenix Footwear Group, Inc. The approval
is contingent on compliance with guideline and Depository Trust Company
eligibility.
b) It is expected that trading on the Exchange will commence on May
20, 2002.
c) The trading symbol for Phoenix Footwear Group, Inc. (assuming the
merger is approved) will be PXG. (The Daniel green Company trading symbol, if
the merger is not approved, will remain DGR.)
Safe Harbor Statements Under the Private Securities Litigation Reform Act
of 1995: The statements contained in this Form 8-A which are not historical
facts are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Investors are cautioned that
forward-looking statements are inherently uncertain. Actual results and timing
of the events may differ materially from the future results, timing, performance
or achievements expressed or implied by such forward-looking statements. Factors
that might cause Daniel Green's financial performance to be different include
risks of changing consumer preference, inability to successfully design, develop
or market its brands, competition from other footwear manufacturers, loss of key
employees, general economic conditions and adverse factors impacting the
footwear industry, and the inability of the Company to source its products due
to political or economic factors or the imposition of trade or duty
restrictions. The Company assumes no duty to update information contained in
this Form 8-A at any time.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No. 1 to its Form 8-A
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
(Registrant) DANIEL GREEN COMPANY (to be PHOENIX FOOTWEAR GROUP, INC.)
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Date May 2, 2002
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By /s/ James R. Riedman
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James R. Riedman, Chairman & CEO