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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DBT ONLINE, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 85-0439411
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(State of incorporation or organization) I.R.S. Employer Identification No.)
5550 West Flamingo Road
Suite B-5
Las Vegas, NV 89103
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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 so Registered Each Class is to be Registered
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Common Stock, $.10 par value New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This statement relates to the registration of the shares of Common
Stock, $.10 par value, of DBT Online, Inc., a Pennsylvania corporation (the
"Company"), on the New York Stock Exchange, Inc. ("NYSE"). Such shares are
presently registered on the Nasdaq National Market System, Inc. ("Nasdaq").
Upon the commencement of trading of the Common Stock on the NYSE, the Company
intends to withdraw its registration of the Common Stock on Nasdaq.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 40,000,000
shares of Common Stock, par value $.10 per share, and 5,000,000 shares of
Preferred Stock, par value $.10 per share.
COMMON STOCK
Holders of the Common Stock are entitled to receive, as, when and if
declared by the Board of Directors from time to time, such dividends and other
distributions in cash, stock or property of the Company out of assets or funds
of the Company legally available for such purposes subject to any dividend
preferences which may be attributable to any issued and outstanding preferred
stock. Holders of Common Stock are entitled to one vote for each share held of
record on all matters on which shareholders may vote, except with respect to
the election of directors in which case shareholders are entitled to multiply
the number of shares held of record by the number of directors to be elected
and distribute such number of votes for one or among two or more nominees.
There are no preemptive, conversion, redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares of Common
Stock are fully paid and non-assessable. In the event of the liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to share ratably in the assets available for distribution.
PREFERRED STOCK
The Company's board of directors, without further action by the
shareholders, is authorized to issue an aggregate of 5,000,000 shares of
Preferred Stock. No shares of Preferred Stock are outstanding and the Company
has no plans to issue a new series of Preferred Stock. The Company's board of
directors may, without shareholder approval, issue Preferred Stock with
dividend rates, redemption prices, preferences on liquidation or dissolution,
conversion rights, voting rights and any other preferences, each of which could
adversely affect the voting power of the holders of Common Stock. Issuance of
Preferred Stock, while providing desirable flexibility in connection with
possible acquisition or other corporate purposes, could have the effect of
making it more difficult for a third party to acquire, or of discouraging or
delaying a third party from acquiring, a majority of the outstanding stock of
the Company.
PENNSYLVANIA LAW
The Company, in the Bylaws, has opted out of subchapters, E, F, G, H, I
and J of the Pennsylvania Business Corporation Law of 1988, as amended (the
"PBCL"). Generally, these subchapters provide special protections against
acquisitions of publicly-held corporations subject to the Exchange Act.
CLASSIFIED BOARD OF DIRECTORS
The Company's Bylaws divide the Company's board of directors into three
classes, with regular three-year staggered terms and initial terms of three,
two and one years for each of Class III, Class II and Class I Directors,
respectively.
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SHAREHOLDER ACTION BY WRITTEN CONSENT
The Bylaws provide that any action which may be taken at a meeting of
the shareholders may be taken without a meeting if (i) such action is
authorized by the unanimous written consent of all shareholders entitled to
vote at a meeting for such purposes, or (ii) such action is authorized by
written consent of such number of shareholders required by law who are entitled
to vote thereon at a meeting of the shareholders or of a class of shareholders.
SPECIAL MEETINGS
The Bylaws provide that special meetings of shareholders of the Company
may be called only by the Company's board of directors or by the President.
This provision may make it more difficult for shareholders to take an action
opposed by the board.
AMENDMENTS TO THE BYLAWS
The Bylaws provide that the vote of a majority of all directors or the
vote of the majority of the outstanding stock entitled to vote is required to
alter, amend or repeal the Bylaws.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1741 of the PBCL provides the Company the power to indemnify any
officer or director acting in his or her capacity as a representative of the
Company who was or is a party or is threatened to be made a party to any action
or proceeding against expenses, judgments, penalties, fines and amounts paid in
settlement in connection with such action or proceeding whether the action was
instituted by a third party or arose by or in the right of the Company.
Generally, the only limitation on the ability of the Company to indemnify its
officers and directors is if the act violates a criminal statute or if the act
or failure to act is finally determined by a court to have constituted willful
misconduct or recklessness.
The Bylaws provide a right to indemnification to the fully extent
permitted by law, for expenses (including attorney's fees), damages, punitive
damages, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by any director or officer whether or not the
indemnified liability arises or arose from any threatened, pending or completed
proceeding by or in the right of the Company (a derivative action) by reason of
the fact that such director or officer is or was serving as a director, officer
or employee of the Company or, at the request of the Company, as a director,
officer, partner, fiduciary or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, unless the act
or failure to act giving rise to the claim for indemnification is finally
determined by a court to have constituted willful misconduct or recklessness.
The Bylaws provide for the advancement of expenses to an indemnified party upon
receipt of an undertaking by the party to repay those amounts if it is finally
determined that the indemnified party is not entitled to indemnification.
The Bylaws authorize the Company to take steps to ensure that all
persons entitled to the indemnification are properly indemnified, including, if
the Company's board of directors so determines, purchasing and maintaining
insurance.
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ITEM 2. EXHIBITS.
The following Exhibits relating to the Company have been filed with the
NYSE but are not filed with, or incorporated by reference in, copies of this
registration statement.
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
2. Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997.
3. Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1997.
4. Current Report on Form 8-K dated February 18, 1997.
5. Current Report on Form 8-K dated August 4, 1997.
6. Current Report on Form 8-K dated August 20, 1997.
7. Definitive Proxy Statement dated April 28, 1997.
8. Articles of Incorporation, as amended.
9. Amended and Restated By-laws.
10. Specimen stock certificate for the Common Stock.
11. 1996 Annual Report to Shareholders. Such annual report shall not
be deemed to be "filed" with the NYSE or otherwise subject to the
liabilities of Section 18 of the Act, except to the extent it may
already be subject thereto.
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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.
Date: September ___, 1997
DBT ONLINE, INC.
By: /s/ Timothy M. Leonard
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Name: Timothy M. Leonard
Title: Vice President, Finance, Treasurer
and Chief Financial Officer
