UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A/A
Amendment
No. 2
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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SMF
ENERGY CORPORATION
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(Exact
name of registrant as specified in its
charter)
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DELAWARE
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65-0707824
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
Number)
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200
W. Cypress Creek Rd., Suite 400
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Fort
Lauderdale, Florida
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33309
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to
be so registered
Common
Stock, $0.01 par value per share
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Name
of each exchange on which
each
class is to be registered
NASDAQ
Capital Market
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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: 000-21825
Securities
to be registered pursuant to Section 12(g) of the Act:
None
(Title
of
Class)
EXPLANATORY
NOTE
This
Amendment No. 2 to Form 8-A is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the “Securities Act”), in connection with
the reincorporation of Streicher Mobile Fueling, Inc. (“Streicher”), from
Florida to Delaware (the “Reincorporation”). On February 14, 2007, pursuant to
an Agreement of Merger and Plan of Merger and Reorganization (the “Merger
Agreement”) between Streicher, a Florida corporation and SMF Energy Corporation,
a Delaware corporation and wholly-owned subsidiary of Streicher (the “Company”),
Streicher merged with and into the Company with the Company surviving the merger
and Streicher thereby changing its name to SMF Energy Corporation.
The
Boards of Directors and shareholders of both Streicher and the Company approved
the Reincorporation and the Merger Agreement at their annual meetings of
directors and shareholders held on December
8, 2006 and at the later reconvened meeting of Streicher on December 22,
2006.
As
a
result of the Reincorporation, each outstanding share of Streicher common stock,
par value $0.01, was automatically converted into one share of the Company’s
common stock, par value $0.01 and all options and other rights to acquire
Streicher’s common stock outstanding immediately before the Reincorporation were
automatically converted into options and rights to acquire the same number
of
shares of the Company’s common stock, with the same terms and
conditions.
In
connection with the Reincorporation, the Registration Statements on Form 8-A
and
8-A/A filed with the Securities and Exchange Commission on December 5, 1996
and
December 10, 1996, respectively, are hereby amended and restated as
follows:
Item 1. Description
of Registrant’s Securities to be Registered.
The
following description of the Company’s common stock is only a summary. For more
complete information, you should refer to the Company’s Certificate of
Incorporation, its Amended Certificate of Incorporation and its Bylaws, which
have been filed with the Securities and Exchange Commission. Delaware law may
also affect the terms of the Common Stock.
Common
Stock
The
Company is authorized to issue 50,000,000
shares of common stock, $0.01 par value per share (the “Common Stock”). As of
April 9, 2007, there were 13,037,421 shares of the Company’s Common Stock issued
and outstanding. All shares of Common Stock outstanding are fully paid and
nonassessable. The Company’s Common Stock is traded on NASDAQ Capital Market
under the symbol “FUEL.”
Voting
Rights
Holders
of the Company’s Common Stock are entitled to one vote per share on all matters
to be voted on by the stockholders. For
purposes of electing directors, the nominees receiving the greatest number
of
votes of Common Stock shall be elected directors, subject to any special voting
rights that may be granted to holders of preferred stock or any other class
of
stock entitled to vote. The Company’s Certificate of Incorporation may be
amended upon adoption by the Board of Directors of a resolution setting forth
the proposed amendment and declaring its advisability, followed by the
affirmative vote of a majority of the outstanding shares of Common Stock and
of
any other class of stock entitled to vote. The affirmative vote of the holders
of not less than sixty-six and two-thirds percent (66-2/3%) of the outstanding
shares of Common Stock and of any other class of capital stock entitled to
vote
generally in the election of directors (considered for this purpose as one
class), shall be required to amend or repeal or adopt any provisions
inconsistent with Articles 5, 8, 9 or 10 of the Company’s Certificate of
Incorporation.
Dividends
Holders
of the Company’s Common Stock are entitled to receive dividends when, as and if
declared by the board of directors out of assets legally available for that
purpose, subject to the preferential dividend rights of any other classes of
stock and any series of preferred stock of the Company.
Liquidation
In
the
event of the liquidation, dissolution or winding up of the Company, holders
of
the Company’s Common stock are entitled to share ratably in all assets remaining
after payment of liabilities and liquidation preferences of any preferred
stockholders.
Item
2. Exhibits.
The
following exhibits are filed as part of this Registration
Statement:
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Exhibit
No.
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Description
of Exhibit
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3(i)
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Certificate
of Incorporation dated October 6, 2006 (incorporated by reference
to
Appendix B to the Company’s Definitive Proxy Statement on Schedule A,
filed on October 30, 2006); Certificate of Amendment dated February
12,
2007 (incorporated by reference to Exhibit 3(i) to the Company’s Form 8-K
filed on February 14, 2006)
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3(ii)
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Bylaws
of SMF Energy Corporation (incorporated by reference to Appendix
D to the
Company’s Definitive Proxy Statement on Schedule A, filed on October 30,
2006)
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4.1
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Specimen
Common Stock Certificate
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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.
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SMF
ENERGY CORPORATION
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Dated:
June 5, 2007
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By:
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/s/ Richard
E.
Gathright |
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Richard
E. Gathright
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Chief
Executive Officer and President
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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4.1
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Specimen
Common Stock
Certificate
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