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UNITED STATES
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
Pinnacle Data Systems, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 31-1263732
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
6600 Port Road, Groveport, Ohio 43125
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered: each class is to be registered
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Common shares, without par value American Stock Exchange, Inc.
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
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Item 1. Description of Registrant's Securities to Be Registered.
The Registrant's Amended and Restated Articles of Incorporation ("Articles
of Incorporation") authorize the Registrant to issue 10,000,000 common shares,
without par value ("Common Shares"), and 4,000,000 "blank check" preferred
shares, without par value (the "Preferred Shares"). Subject to any senior rights
of any Preferred Shares which may be outstanding, holders of the Common Shares
are entitled to receive such dividends as may be declared by the Board of
Directors out of funds legally available therefor. Upon dissolution and
liquidation of the Registrant, holders of the Common Shares are entitled to a
ratable share of the net assets of the Registrant remaining after payments to
creditors of the Registrant and after payment to the holders of the Preferred
Shares of the full preferential amounts to which they may be entitled. The
holders of Common Shares are entitled to one vote per share for the election of
directors and on all other matters submitted to a vote of shareholders. Holders
of Common Shares are not entitled to preemptive rights or to cumulative voting
for the election of directors.
The Registrant's Articles of Incorporation contain provisions that may have
the effect of delaying, deferring or preventing a change in control of the
Registrant. The Articles of Incorporation require the affirmative vote of shares
representing at least 75% of the voting power of the Registrant to approve a
merger, combination, majority share acquisition, amendment to the Articles of
Incorporation or other proposal requiring a particular shareholder vote under
Ohio law unless the transaction has previously been approved by the vote of at
least two-thirds of the members of the Board of Directors. If a merger,
combination, majority share acquisition, amendment to Articles of Incorporation,
or other proposal requiring a particular shareholder vote under Ohio law has
been approved by at least two-thirds of the members of the Board of Directors,
then such matter may be approved by the affirmative vote of the holders of
shares representing a majority of the voting power of the Registrant.
The Registrant's Amended and Restated Code of Regulations ("Code of
Regulations") also contain provisions that may have the effect of delaying,
deferring or preventing a change in control of the Registrant. The Code of
Regulations creates two classes of directors, with the terms of office of each
class expiring every other year and the number of directors in each class fixed
at four. The Code of Regulations also requires the affirmative vote of the
holders of shares representing at least 75% of the voting power of the
Registrant to amend Section 2.2 of the Code of Regulations (which governs the
classification of the Board of Directors) and Section 2.7 (which governs the
removal of directors), unless the amendment has previously been approved by the
vote of at least two-thirds of the members of the Board of Directors. If the
Board of Directors has given such approval, then Sections 2.2 and 2.7 of the
Code of Regulations may be amended by the affirmative vote of the holders of
shares representing a majority of the voting power of the Registrant. In light
of the super-majority vote required to amend Sections 2.2 and 2.7 of the Code of
Regulations, Article 10 of the Code of Regulations, which permits the Code of
Regulations to be amended by the affirmative vote of the holders of shares
representing a majority of the voting power of the Registrant, does not apply to
amendments to Sections 2.2 and 2.7.
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Item 2. Exhibits.
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If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
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3(a) Amended and Restated Articles of Incorporation Registration Statement on Form 10-SB, filed on
December 13, 1999 (see Exhibit 3(a) therein)
3(b) Amendments to Amended and Restated Articles of Contained herein
Incorporation
3(c) Amended and Restated Code of Regulations Registration Statement on Form 10-SB, filed on
December 13, 1999 (see Exhibit 3(b) therein)
3(d) Amendment to Amended and Restated Code of Annual Report on Form 10-KSB for fiscal year
Regulations ended December 31, 1999 (see Exhibit 3(c)
therein)
3(e) Amendments to Amended and Restated Code of Contained herein.
Regulations
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SIGNATURES
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: September 6, 2000 PINNACLE DATA SYSTEMS, INC.
By: /s/John D. Bair
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John D. Bair, President and Chief
Executive Officer
