-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RYGh91YsPGKB+R3nyX3rjD/Gd1QKJuegS75M89vTkD0PN3WilFCFxK9pAJ48YzvU QiE5l0cv85ldmuXlhcVlmA== 0000921895-10-001812.txt : 20101209 0000921895-10-001812.hdr.sgml : 20101209 20101209171556 ACCESSION NUMBER: 0000921895-10-001812 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101209 DATE AS OF CHANGE: 20101209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wilhelmina International, Inc. CENTRAL INDEX KEY: 0001013706 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 742781950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28536 FILM NUMBER: 101243048 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146617488 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: NEW CENTURY EQUITY HOLDINGS CORP DATE OF NAME CHANGE: 20010220 FORMER COMPANY: FORMER CONFORMED NAME: BILLING CONCEPTS CORP DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: BILLING INFORMATION CONCEPTS CORP DATE OF NAME CHANGE: 19960722 8-A12G/A 1 form8a12ga1206113_12092010.htm form8a12ga1206113_12092010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
____________________
 
FORM 8-A/A
 
AMENDMENT NO. 12
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

WILHELMINA INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
74-2781950
(State of Incorporation or Organization)
(I.R.S. Employer Identification no.)
   
200 Crescent Court, Suite 1400, Dallas, Texas
75201
(Address of Principal Executive Offices)
(Zip Code)
   
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
to be so Registered
  
Name of Each Exchange on Which
Each Class is to be Registered
None
    
     
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), please check the following box. o
  
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), please check the following box. x
 
Securities Act registration statement file number to which this form relates:
N/A
 
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
Rights to Purchase Series A Junior Participating Preferred Stock, Par Value $0.01 Per Share,
Distributed Pursuant to Rights Agreement, Dated July 10, 2006
(Title of Class)
 
 
(Title of Class)
 
 
 
 
 
Wilhelmina International, Inc., a Delaware corporation (the “Company”), hereby amends the following items, exhibits and portions of its Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 10, 2006 (the “Form 8-A”) as set forth below.
 
Item 1.
Description of Registrant’s Securities To Be Registered.
 
Item 1 of the Form 8-A is hereby amended to add the following:
 
On December 8, 2010, the Company entered into a Twelfth Amendment (the “Twelfth Amendment”) to that certain Rights Agreement dated as of July 10, 2006, as amended, by and between the Company and The Bank of New York Mellon Trust Company, as rights agent (the “Rights Agreement”).  The Twelfth Amendment, among other things, (i) amends the definition of Acquiring Person (as defined in the Rights Agreement) to provide that none of Dieter Esch, Lorex Investments AG (“Lorex”), Brad Krassner or Krassner Family Investments Limited Partnership (“Krassner L.P.”) shall be deemed to be an Acquiring Person solely by virtue of purchases by each of Lorex and Krassner L.P. of up to 500,000 shares of the Company’s common stock in the aggregate, in each case, during the period commencing on D ecember 8, 2010 and ending on November 30, 2011 (“Permitted Purchases”), (ii) amends the definition of Triggering Event (as defined in the Rights Agreement) to provide that no Triggering Event shall result solely by virtue of any Permitted Purchases, (iii) provides that a Distribution Date (as defined in the Rights Agreement) shall not be deemed to have occurred solely by virtue of any Permitted Purchases and (iv) provides that, effective as of the date of the Twelfth Amendment, no Permitted Purchases shall be deemed to be events that cause the Rights (as defined in the Rights Agreement) to become exercisable.  The Twelfth Amendment also provides for certain other conforming and technical amendments to the terms and provisions of the Rights Agreement.
 
The foregoing description of the Twelfth Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Twelfth Amendment, which is filed as Exhibit 4.1 to Wilhelmina’s Current Report on Form 8-K filed on December 9, 2010 and is incorporated herein by reference.
 
Item 2.
Exhibits.
 
Item 2 of the Form 8-A is hereby amended to add the following:
 
Exhibit No.
Description
   
4.14
Twelfth Amendment to Rights Agreement dated December 8, 2010 by and between Wilhelmina International, Inc. and The Bank of New York Mellon Trust Company (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on December 9, 2010).
 
 
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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, thereto duly authorized.
 

 
Dated: December 9, 2010
WILHELMINA INTERNATIONAL, INC.
   
   
 
By:
/s/ John P. Murray
   
Name:
John P. Murray
   
Title:
Chief Financial Officer

 
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