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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SETAB ALPHA, INC.
(Exact Name of Registrant as Specified in Its Charter)
MISSOURI 43-171711
(State of incorporation or organization) (I.R.S. Employer Identification No.)
244 B Greenyard Drive
Ballwin, Missouri 63011
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a concurrent
check the following box. [_] 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(b) of the Act:
Title of Each Class Name of each exchange on which
to be so Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $0.001 par value
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Articles of Incorporation of Setab Alpha, Inc. (the "Company")
authorize the issuance of two classes of common stock, each having a par value
of $0.001 per share. The Class A Common Stock and the Class B Common Stock are
identical in all respects and the holders thereof have equal rights and
privileges, except with respect to the election of directors. The holders of
outstanding shares of Common Stock are entitled to vote on the election of
directors as follows:
(A) With respect to the election of directors, holders of Class B
Common Stock voting as a separate class are entitled to elect a number
of directors equal to the greater of:
(i) the number (rounded to the nearest whole number) that bears
to the total number of directors of the Company the same ratio
that the number of outstanding shares of Class B Common Stock
bears to the aggregate number of outstanding shares of Class A
and Class B Common Stock, or
(ii) the smallest number of directors that constitutes a majority
of the Board of Directors.
Holders of Class A Common Stock voting as a separate class are
entitled to elect all of the other members of the Board of Directors.
(B) The holders of Class A Common Stock as a separate class are
entitled by majority vote to remove, with or without cause, any
director elected by the holders of Class A Common Stock (or by
directors elected by them) and the holders of Class B Common Stock as
a separate class will be entitled by majority vote to remove, with or
without cause, any director elected by the holders of Class B Common
Stock (or by directors elected by them).
(C) Any vacancy in the office of a director elected by the
holders of Class A Common Stock may be filled by majority vote of such
holders voting as a separate class and any vacancy in the office of a
director elected by the holders of Class B Common Stock may be filled
by majority vote of such holders voting as a separate class or, in the
absence of a shareholder vote, in either case by majority vote of the
remaining directors elected by holders of the same class. Any vacancy
created by increasing the number of directors may be filled by
majority vote of the holders of Class A Common Stock voting as a
separate class or of the holders of Class B Common Stock voting as a
separate class or, in the absence of a shareholder vote, in either
case by majority vote of the directors of such class, whichever is
necessary in order to insure that holders of Class B Common Stock (or
directors elected by them) shall have elected the same number of
directors as they would be entitled to elect at such time in an
election of directors pursuant to sub-paragraph (A) above, and that
holders of Class A Common Stock (or directors elected by them) shall
have elected the other members of the Board of Directors. Any director
elected by the members of the Board of Directors to fill a vacancy
shall serve until the next annual meeting of shareholders and until
his or her successor has been elected and qualified.
Except as set forth above or otherwise in the Articles of Incorporation or
Bylaws of the Company or otherwise required by law, the holders of Class A and
Class B Common Stock will vote together as a single class on all matters
submitted for vote of the shareholders, with each share being entitled to one
vote.
Notwithstanding the foregoing, Class A and Class B Common Stock will be
deemed to be in all respects a single class of Common Stock, and no distinction
whatsoever will exist between the voting rights or any other rights and
privileges of the holders of Class A and Class B Common Stock, if at any time
after December 31, 1996, the number of issued and outstanding shares of Class B
Common Stock constitutes less than 10% of the aggregate
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number of issued and outstanding shares of Class A and Class B Common Stock.
Moreover, (i) at any time when no shares of Class B Common Stock are issued and
outstanding the holders of Class A Common Stock shall have exclusive voting
power on all matters, and (ii) at any time when no shares of Class A Common
Stock are outstanding the holders of Class B Common Stock shall have exclusive
voting power on all matters.
Upon any stock dividend or other distribution in the form of Common Stock
of the Company, only Class A Common Stock will be distributed in respect of
Class A Common Stock and only Class B Common Stock may be distributed in respect
of Class B Common Stock. Whenever any such distribution is made, the same number
of shares shall be distributed in respect of each outstanding share of Class A
and Class B Common Stock. The Company will not combine or subdivide shares of
either of such classes without at the same time making a proportionate
combination or subdivision of shares of the other class.
Item 2. Exhibits.
Exhibit
Number Description
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2.1 Articles of Incorporation of the Registrant, as amended
2.2 Amended and Restated Bylaws of the Registrant
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amended registration statement
(Form 8-A) to be signed on its behalf by the undersigned, thereto duly
authorized.
Setab Alpha, Inc.
(Registrant)
Date: May 22, 1996
By /s/ Douglas J. Bates
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Douglas J. Bates
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Exhibit
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2.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 and 3.3 to
Registration No. 33-97196C)
2.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to Registration No. 33-97196C)
