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Michael D. Michaux
(612) 340-8831
April 24, 1996
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ENStar Inc.
Registration Statement on Form 8-A
VIA EDGAR
Ladies and Gentlemen:
The issuer and registrant, ENStar Inc. (the "Company") has filed with the
Securities and Exchange Commission a Registration Statement on Form S-4 (the
"Registration Statement"), File No. 333-1925, registering 3,357,400 shares of
the Company's common stock, $.01 par value (the "Common Stock").
The Company desires to register the Common Stock pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Pursuant to Rule 0-3 of the Exchange Act, and on behalf of the Company,
we enclose for filing via the SEC's Electronic Data Gathering, Analysis and
Retrieval System, a Registration Statement on Form 8-A pertaining to the
registration of the Company's Common Stock. Pursuant to Rule 12b-32 of the
Exchange Act, certain of the exhibits referred to in Item 2 of the Form 8-A are
incorporated by reference to the exhibits contained in the Registration
Statement.
The Company may by subsequent letter request acceleration of the
effectiveness of the Registration Statement on Form 8-A.
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If you have any questions concerning the enclosed Registration Statement on
Form 8-A, please telephone the undersigned at (612) 340-8831.
Very truly yours,
/s/ Michael D. Michaux
----------------------
Michael D. Michaux
MDM:tlg
Enclosures
cc: Peter Flynn
J. Andrew Herring
Nasdaq National Market
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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
ENSTAR INC.
Minnesota
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
6475 City West Parkway
Eden Prairie, Minnnesota 55344
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of class)
This Registration Statement Consists of 4 Pages
Exhibit Index on Page 4
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Item 1. Description of Registrant's Securities to be Registered
Registrant is authorized to issue a total of 100,000,000 shares, all
of par value $.01, of which 80,000,000 shares are Common Stock and 20,000,000
shares are Preferred Stock.
Common Stock
The holders of shares of Registrant's Common Stock are entitled to one
vote for each share held of record on all matters on which shareholders are
entitled or permitted to vote. Since there is no cumulative voting for the
election of directors, the holders of more than 50% of the outstanding Common
stock can elect all directors. Subject to preferences that may be applicable to
any outstanding preferred stock, holders of Common Stock are entitled to receive
ratable such dividends as may lawfully be declared by the Board of Directors out
of funds legally available therefor and in liquidation, and to share pro rata in
any other distribution to the holders of Common Stock. Holders of Common Stock
have no preemptive or subscription rights. There are no conversion rights,
redemption rights, sinking fund provisions or fixed dividend rights with respect
to the Common Stock. All outstanding shares of Common Stock are fully paid and
nonassessable, and the shares of Common Stock to be issued upon completion of
this offering will be fully paid and nonassessable.
Preferred Stock
Registrant's Board of Directors is authorized to issue preferred stock
and to fix the rights, preferences, privileges and restrictions, including
dividend rights, dividend rates, conversion rights, voting rights, terms of
redemption, redemption prices, liquidation preferences and the number of shares
constituting any series or the designation of such series, without any further
vote or action by the shareholders. Although there is no current intention to
do so, the issuance of preferred stock could have the effect of delaying,
deferring or preventing a change of control of the Company, which may adversely
affect the voting and other rights of the holders of Common Stock.
Item 2. Exhibits
1. Articles of Incorporation of Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement).
2. Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement).
3. Specimen Form of the Registrant's Common Stock Certificate
(incorporated by reference to Exhibit 4.6 to the Registrant's
Registration Statement).
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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.
ENStar Inc.
Date: April 24, 1996
By /s/ Thomas S. Wargolet
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Thomas S. Wargolet
Chief Financial Officer
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ENStar, Inc.
Form 8-A Exhibit Index
Exhibit
Number
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1. Articles of Incorporation of Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement).
2. Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement).
3. Specimen Form of the Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.6 to the Registrant's Registration Statement).
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