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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
Pacific Research & Engineering Corporation
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(Exact name of registrant as specified in its charter)
California 95-2638420
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2070 Las Palmas Drive, Carlsbad, California 90212
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(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
to be registered each class is to be registered
Common Stock, no par value American Stock Exchange
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Redeemable Warrants American Stock Exchange
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Units, consisting of two shares of
Common Stock and one Redeemable Warrant American Stock Exchange
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
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(g) of the Act:
None
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(Title of class)
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(Title of class)
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PACIFIC RESEARCH & ENGINEERING CORPORATION - FORM 8A
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the sections entitled "Description of the
Securities" and "Description of Capital Stock" in that portion of the Prospectus
contained in Registrant's Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on February 2, 1996, as amended (the
"Registration Statement"), at pages 34, 35 and 36. A copy of pages 34-36 of the
Prospectus is attached hereto as Exhibit 7.1. This information has previously
been filed with the American Stock Exchange.
ITEM 2. EXHIBITS.
II.
4.1 The Registrant's Amended and Restated Articles of
Incorporation.(1)
4.2 The Registrant's Amended and Restated Bylaws.(1)
5.1 Form of Common Stock Certificate.(1)
5.2 Form of Warrant Certificate.(1)
7.1 Pages 34-36 of the Prospectus.
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(1) In accordance with the Instructions to this Form 8-A, these Exhibits
are not being filed with, or incorporated by reference in, copies of
the Registration Statement filed with the Securities and Exchange
Commission.
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.
Pacific Research & Engineering Corporation
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Date: 5/23/96
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By: /s/ Jack Williams
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Jack Williams
Chairman, President and Chief Executive Officer
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EXHIBIT 7.1
DESCRIPTION OF THE SECURITIES
UNITS
Each Unit offered by this Prospectus consists of two shares of Common Stock
and one Warrant, each Warrant to purchase one share of Common Stock for $
per share. The Common Stock and Warrants will not be separately transferable
until November , 1996, or such earlier date as the Representative may
determine (the "Separation Date"). The principal factors which the
Representative will consider in determining whether or not to separate the
Warrants from the Common Stock will be the level of the trading price of the
Company's Common Stock in relation to the exercise price of the Warrants and
general market conditions at the time. Until the Separation Date, a Unit will
be represented by a Unit Certificate. From the initial issuance until the
close of business on the Separation Date, the Common Stock and the Warrants
constituting the Units will be held by Wells Fargo Bank, N.A., the Warrant
Agent. As soon as is practical after the Separation Date, the Warrant Agent
will cause to be delivered or mailed to the registered holders of the Units at
the close of business on the Separation Date the certificates representing the
Common Stock and the Warrants held for the benefit of such registered holders.
Prior to the close of business on the Separation Date, each Unit will be
transferable only as a whole and any transfer of a Unit will constitute a
transfer of the holder's beneficial interest in the related Common Stock and
Warrants.
WARRANTS
The following is a brief summary of certain provisions of the Warrants, but
such summary does not purport to be complete and is qualified in all respects
by reference to the actual text of the Warrant Agreement between the Company
and Wells Fargo & Company, Los Angeles, California (the "Transfer and Warrant
Agent"). A copy of the Warrant Agreement will be filed as an exhibit to the
Registration Statement of which the Prospectus is a part. See "Additional
Information."
Exercise Price and Terms. Each Warrant entitles the holder thereof to
purchase at any time over a five year period and after the Separation Date,
commencing on the date of this Prospectus, one share of Common Stock at a
price of $ per share, subject to adjustment in accordance with the anti-
dilution and other provisions referred to below. The holder of any Warrant may
exercise such Warrant by surrendering the certificate representing the Warrant
to the Transfer and Warrant Agent, with the subscription form on the reverse
side of such certificate properly completed and executed, together with
payment of the exercise price. The Warrants may be exercised at any time after
the Separation Date until May , 2001 in whole or in part at the applicable
exercise price until expiration of the Warrants. No fractional shares will be
issued upon the exercise of the Warrants.
The exercise price of the Warrants bears no relation to any objective
criteria of value and should in no event be regarded as an indication of any
future market price of the securities offered hereby.
Adjustments. The exercise price and the number of shares of Common Stock
purchasable upon the exercise of the Warrants are subject to adjustment upon
the occurrence of certain events, including stock dividends, stock splits,
combinations or reclassifications of the Common Stock, or sale by the Company
of shares of its Common Stock or other securities convertible into Common
Stock at a price below the then applicable exercise price of the Warrants.
Additionally, an adjustment would be made in the case of a reclassification or
exchange of Common Stock, consolidation or merger of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the surviving corporation) or sale of all or substantially all of the
assets of the Company in order to enable Warrantholders to acquire the kind
and number of shares of stock or other securities or property receivable in
such event by a holder of the number of shares of Common Stock that might
otherwise have been purchased upon the exercise of the Warrant. No adjustments
will be made until the cumulative adjustments in the exercise price per share
amount to $0.05 or more. No adjustment to the number
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of shares and exercise price of the shares subject to the Warrants will be
made for dividends (other than stock dividends), if any, paid on the Common
Stock or for securities issued pursuant to the Company's Option Plans or other
employee benefit plans of the Company, or upon exercise of the Warrants, the
Representative's Warrants or any other options or warrants outstanding as of
the date of this Prospectus.
Redemption Provisions. The Warrants are subject to redemption at $0.10 per
Warrant on 30 days' written notice to the Warrantholders if the closing bid
price of the Common Stock as reported on American Stock Exchange averages in
excess of $ over a period of 10 consecutive trading days. In the event the
Company exercises the right to redeem the Warrants, such Warrants will be
exercisable until the close of business on the business day immediately
preceding the date for redemption fixed in such notice. If any Warrant called
for redemption is not exercised by such time, it will cease to be exercisable
and the holder will be entitled only to the redemption price.
Transfer, Exchange and Exercise. The Warrants are in registered form and may
be presented to the Transfer and Warrant Agent for transfer, exchange or
exercise at any time after the Separation Date and prior to their expiration
date five years from the date of this Prospectus, at which time the Warrants
become wholly void and of no value. If a market for the Warrants develops, the
holder may sell the Warrants instead of exercising them. There can be no
assurance, however, that a market for the Warrants will develop or continue.
Warrantholder Not a Shareholder. The Warrants do not confer upon holders any
voting, dividend or other rights as shareholders of the Company.
Modification of Warrant. The Company and the Transfer and Warrant Agent may
make such modifications to the Warrants that they deem necessary and desirable
that do not materially adversely affect the interests of the Warrantholders.
No other modifications may be made to the Warrants without the consent of the
majority of the Warrantholders. Modification of the number of securities
purchasable upon the exercise of any Warrant, the exercise price and the
expiration date with respect to any Warrant requires the consent of the holder
of such Warrant.
Certain Federal Income Tax Considerations. The basis of the Warrant and the
Common Stock purchased by the holder as part of a Unit or upon exercise of a
Warrant will be determined by allocating the cost of each Unit between the
Common Stock and the Warrant in accordance with the relative fair market
values of those elements at the time of acquisition.
No gain or loss will be recognized by a holder upon the exercise of a
Warrant. The sale of a Warrant by a holder or the redemption of a Warrant by a
holder will result in the recognition of gain or loss in an amount equal to
the difference between the amount realized by the holder and the Warrant's
adjusted basis in the hands of the holder. Provided that the holder is not a
dealer in the Warrants and that the Common Stock would have been a capital
asset in the hands of the holder had the Warrant been exercised, gain or loss
from the sale or redemption of a Warrant will be long-term or short-term
capital gain or loss to the holder. Loss on the expiration of a Warrant, equal
to the Warrant's adjusted basis in the hands of the holder, will be a long-
term or short-term capital loss, depending on whether the Warrant had been
held for more than one year.
THE ABOVE DISCUSSION DOES NOT ADDRESS ALL OF THE TAX CONSIDERATIONS THAT MAY
BE RELEVANT TO A PARTICULAR PURCHASER. ACCORDINGLY, ALL PROSPECTIVE PURCHASERS
ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION
OF THE UNITS, THE WARRANTS AND THE COMMON STOCK.
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DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The Company is authorized to issue 25,000,000 shares of Common Stock,
without par value. Following the closing of the sale of the Units offered
hereby, the authorized and issued capital stock of the Company will consist of
2,305,500 shares of Common Stock, no par value.
Holders of Common Stock are entitled to one vote per share in all matters to
be voted on by the shareholders. Shareholders may cumulate their votes in the
election of directors. Holders of Common Stock are entitled to receive ratably
dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor. See "Dividend Policy." In
the event of a liquidation, dissolution or winding up of the Company, holders
of Common Stock are entitled to share ratably in all assets remaining after
payment of the Company's liabilities. Holders of Common Stock have no
preemptive rights and no rights to convert their Common Stock into any other
securities, and there are no redemption or sinking fund provisions with
respect to such shares.
WARRANTS
Redeemable Warrants
The Company is issuing Warrants as part of the Units to purchase an
aggregate of 500,000 shares of Common Stock (assuming no exercise of the
Underwriters' over-allotment option) in this Offering. See "Description of the
Securities--Warrants" for a description of these Warrants.
Representative's Warrants
At the closing of this Offering, the Company will issue to the
Representative the Representative's Warrants to purchase for investment a
maximum of 50,000 Units of the Company, each Unit consisting of two shares of
Common Stock and one Warrant, which may be exercised by the Representative at
any time after the Separation Date and prior to May , 2001 at an exercise
price of $ (155% of the public offering price of the securities being
offered). See "Underwriting" for a description of the Representative's
Warrants.
Other Warrants
On September 1, 1995, the Company issued warrants to purchase 100,100 shares
of Common Stock, at an exercise price of $4.68 per share, exercisable at any
time on or after June 1, 1996, to a former director and executive officer of
the Company who has since resigned his position. The shares issuable upon
exercise of the warrants have registration rights.
REGISTRATION RIGHTS
The Company has granted registration rights to the holder of the
Representative's Warrants which provide such holder with certain rights to
register the shares of Common Stock underlying the Representative's Warrants.
See "Underwriting." The Company has also granted registration rights to one of
its former directors who has five year warrants to purchase 100,100 shares of
Common Stock, which provide such director with certain rights to register the
shares of Common Stock underlying his warrants. See "Description of Capital
Stock--Warrants" above.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock and Warrants is Wells
Fargo & Company, Los Angeles, California. Its telephone number is (213) 614-
2362.
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