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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMSTOCK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada 94-1667468
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5005 LBJ Freeway
Suite 1000
Dallas, Texas 75244
(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, $0.50 Par Value New York Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box:
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously 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 box:
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
Common Stock, $0.50 Par Value (the "Common Stock")
Subject to the prior rights of the Series 1995 Preferred Stock and any
other shares of Preferred stock that may be issued from time to time, and except
as otherwise set forth below, the shares of Common Stock of Comstock Resources,
Inc. (the "Company") (1) are entitled to such dividends as may be declared by
the Board of Directors, in its discretion, out of funds legally available
therefor; (2) are entitled to one vote per share on matters voted upon by the
stockholders and have no cumulative voting rights; (3) have no preemptive or
conversion rights; (4) are not subject to, or entitled to the benefits of, any
redemption or sinking fund provision; and (5) are entitled, upon liquidation, to
receive the assets of the Company remaining after the payment of corporate debts
and the satisfaction of any liquidation preferences of the Series 1995 Preferred
Stock and any other Preferred Stock, if issued. Although the Company's Articles
of Incorporation do not deny preemptive rights to stockholders, under Nevada law
no stockholders have preemptive rights with respect to shares that, upon
issuance, are registered under Section 12 of the Exchange Act. The Common Stock
is currently registered under Section 12 of the Exchange Act.
Because the shares of Common Stock do not have cumulative voting rights,
the holders of a majority of the shares voting for the election of directors can
elect all members of the class of the Company's classified Board of Directors
that are to be elected at a meeting of the stockholders, subject to any rights
of the holders of the Series 1995 Preferred Stock.
Item 2. Exhibits
1. -- Rights Agreement dated as of December 10, 1990, by and between
the Company and Society National Bank, as Rights Agent, which
includes as Exhibit B the form of Rights Certificate.
(incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated December 14, 1990).
2. -- First Amendment to the Rights Agreement, by and between the
Company and Society National Bank (successor to Ameritrust Texas,
N.A.), as Rights Agent, dated January 7, 1994 (incorporated
herein by reference to Exhibit 3.6 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993).
3. -- Second Amendment to the Rights Agreement, by and between the
Company and Bank One, Texas N.A. (successor to Society National
Bank), as Rights Agent, dated April 1, 1995 (incorporated by
reference to Exhibit 4.7 to the Company's 1995 Form 10-K).
4. -- Third Amendment to the Rights Agreement, by and between the
Company and Bank One, Texas N.A. (successor to Society National
Bank), as Rights Agent, dated April 1, 1995 (incorporated by
reference to Exhibit 4.8 to the Company's 1995 Form 10-K).
5. -- Fourth Amendment to the Rights Agreement, by and between the
Company and Bank One, Texas N.A. (successor to Society National
Bank), as Rights Agent, dated April 1, 1995 (incorporated by
reference to Exhibit 4.9 to the Company's 1995 Form 10-K).
6. -- All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration to be signed on
its behalf by the undersigned, thereto duly authorized.
Comstock Resources, Inc.
By: /s/ROLAND O. BURNS
----------------------------
Roland O. Burns
Senior Vice-President and
Chief Financial Officer
Date: December 6, 1996
INDEX TO EXHIBITS
Exhibit Description
1. Rights Agreement dated as of December 10, 1990, by and between
the Company and Society National Bank, as Rights Agent, which
includes as Exhibit B the form of Rights Certificate.
(incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated December 14, 1990).
2. First Amendment to the Rights Agreement, by and between the
Company and Society National Bank (successor to Ameritrust Texas,
N.A.), as Rights Agent, dated January 7, 1994 (incorporated
herein by reference to Exhibit 3.6 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993).
3. Second Amendment to the Rights Agreement, by and between the
Company and Bank One, Texas N.A. (successor to Society National
Bank), as Rights Agent, dated April 1, 1995 (incorporated by
reference to Exhibit 4.7 to the Company's 1995 Form 10-K).
4. Third Amendment to the Rights Agreement, by and between the
Company and Bank One, Texas N.A. (successor to Society National
Bank), as Rights Agent, dated April 1, 1995 (incorporated by
reference to Exhibit 4.8 to the Company's 1995 Form 10-K).
5. Fourth Amendment to the Rights Agreement, by and between the
Company and Bank One, Texas N.A. (successor to Society National
Bank), as Rights Agent, dated April 1, 1995 (incorporated by
reference to Exhibit 4.9 to the Company's 1995 Form 10-K).
6. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.