8-A12B/A 1 a2041023z8-a12ba.txt FORM 8-A12B/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 EVERGREEN RESOURCES, INC. (Exact name of registrant as specified in its charter) COLORADO 84-0834147 (State of incorporation (I.R.S. Employer or organization) Identification No.) 1401 17TH STREET, SUITE 1200 DENVER, COLORADO 80202 (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 each to be so registered class is to be registered COMMON STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE 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: Not applicable Securities to be registered pursuant to Section 12(g) of the Act: NONE (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED On February 27, 2001, the Board of Directors of Evergreen Resources, Inc. (the "Company") approved the First Amendment (the "Amendment"), to the Shareholder Rights Agreement, dated as of July 7, 1997 (the "Rights Agreement"), between the Company and Computershare Trust Company, Inc. (formerly American Securities Transfer & Trust, Inc.), as Rights Agent. The Company amended the Rights Agreement to increase the initial exercise price of the Rights from $42.50 to $100.00 per share of common stock, subject to adjustment. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.2 and incorporated herein by this reference. A summary description of the Rights is set forth in Exhibit B to the Rights Agreement. ITEM 2. EXHIBITS
Number Description ------ ----------- 4.1 Shareholder Rights Agreement, dated as of July 7, 1997, between the Company and Computershare Trust Company, Inc. (formerly American Securities Transfer & Trust, Inc.), as Rights Agent: Incorporated by reference to Exhibit 2 of the Company's Current Report on Form 8-K dated July 7, 1997. 4.2 First Amendment, dated as of February 27, 2001, to the Shareholder Rights Agreement, dated as of July 7, 1997, between the Company and Computershare Trust Company, Inc. (formerly American Securities Transfer & Trust, Inc.), as Rights Agent.
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. EVERGREEN RESOURCES, INC. Date: March 8, 2001 By: /s/ Kevin R. Collins ------------------------------ Name: Kevin R. Collins Title: Vice President-Finance, CFO EXHIBIT INDEX
Number Description ------ ----------- 4.1 Shareholder Rights Agreement, dated as of July 7, 1997, between the Company and Computershare Trust Company, Inc. (formerly American Securities Transfer & Trust, Inc.), as Rights Agent: Incorporated by reference to Exhibit 2 of the Company's Current Report on Form 8-K dated July 7, 1997. 4.2 First Amendment, dated as of February 27, 2001, to the Shareholder Rights Agreement, dated as of July 7, 1997, between the Company and Computershare Trust Company, Inc. (formerly American Securities Transfer & Trust, Inc.), as Rights Agent.