UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GeoScience Corporation
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(Exact name of registrant as specified in its charter)
Nevada 76-049775
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
10500 Westoffice Drive, Suite 200
Houston, Texas 77042-5391
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(Address of principal executive office) (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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None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
A description of the common stock, par value $0.01 per share, of
GeoScience Corporation, a Nevada corporation (the "Registrant"), to be
registered hereunder is set forth under the caption "Description of Capital
Stock" in the Common Stock Prospectus contained the Registration Statement
on Form S-1 (No. 333-2986), as amended, filed with the Securities and
Exchange Commission on March 29, 1996, which description is incorporated
herein by reference. For convenience of reference, a copy of the
information set forth in the Company's Amendment No. 1 to the Registration
Statement on Form S-1 (No. 333-2986)(which will be modified by any
additional amendments to such Registration Statement, including the
Prospectus filed pursuant to Rule 424(b), upon the filing of such
amendments or Prospectus) is filed as Exhibit 1 to this Amendment No. 1 to
the Company's Registration Statement on Form 8-A.
Item 2. Exhibits
The following exhibits to this Registration Statement on Form 8-A,
which constitute all constituent instruments defining the rights of the
holders of the Company's Common Stock, including any contracts or other
documents which limit or qualify the rights of such holders, are either
filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange
Commission.
1.* Information set forth under the caption "Description of Capital
Stock" as set forth in Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (No. 333-2986) filed with the
Securities and Exchange Commission.
2. Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 filed as part of the Registrant's
Registration Statement on Form S-1 (No. 333-2986), as amended,
filed with the Securities and Exchange Commission on March 29,
1996).
3. Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 filed as part of the Registrant's Registration Statement on
Form S-1 (No. 333-2986), as amended, filed with the Securities
and Exchange Commission on March 29, 1996).
4. Specimen common stock certificate (incorporated by reference to
Exhibit 4.1 filed as part of the Registrant's Registration
Statement on Form S-1 (No. 333-2986), as amended, filed with the
Securities and Exchange Commission on March 29, 1996).
5. Form of Shareholder Agreement (incorporated by reference
to Exhibit 10.5 filed as part of the Registrant's Regis-
tration Statement on Form S-1 (No.333-2986), as amended, filed
with the Securities and Exchange Commission on March 29, 1996).
*Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Amendment No.
1 to the Company's Registration Statement on Form 8-A to be signed on its
behalf by the undersigned, thereunto duly authorized.
GEOSCIENCE CORPORATION, a Nevada corporation
By: /s/ J. Rankin Tippins
J. Rankin Tippins
Vice President, General Counsel
and Secretary
Dated: May 9, 1996
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EXHIBIT INDEX
Exhibit No.
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1.* Information set forth under the caption "Description of
Capital Stock" in Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (No. 333-2986) filed
with the Securities and Exchange Commission.
2. Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 filed as part
of the Registrant's Registration Statement on Form S-1
(No. 333-2986), as amended, filed with the Securities
and Exchange Commission on March 29, 1996).
3. Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 filed as part of the Registrant's
Registration Statement on Form S-1 (No. 333-2986), as
amended, filed with the Securities and Exchange
Commission on March 29, 1996).
4. Specimen common stock certificate (incorporated by
reference to Exhibit 4.1 filed as part of the
Registrant's Registration Statement on Form S-1
(No. 333-2986), as amended, filed with the Securities
and Exchange Commission on March 29, 1996).
5. Form of Shareholder Agreement (incorporated by
reference to Exhibit 10.5 filed as part of the
Registrant's Registration Statement on Form S-1
(No. 333-2986), as amended, filed with the Securities
and Exchange Commission on March 29, 1996).
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*Filed herewith.
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Exhibit 1
DESCRIPTION OF CAPITAL STOCK
The Company is a Nevada corporation organized in March 1996. The
Company's authorized Capital Stock consists of 35,000,000 shares of Common
Stock, par value $0.01 per share, and 5,000,000 shares of Preferred Stock
par value $0.01 per share. As of March 28, 1996, 100,000 shares of Common
Stock and no shares of Preferred Stock were issued and outstanding. Prior
to the consummation of the Offering, an additional 7,600,000 shares of
Common Stock will be issued by the Company to Tech-Sym in connection with
the Reorganization. See "The Reorganization." The following summary is
qualified in its entirety by reference to the Articles and Bylaws of the
Company, which are filed as an exhibit to the Registration Statement, of
which this Prospectus is a part.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share in the
election of directors and on all other matters submitted to a vote of
common stockholders and are not entitled to cumulative voting rights.
Holders of Common Stock are entitled to receive ratably such dividends, if
any, as may be declared by the Board of Directors out of funds legally
available therefor, subject to any preferential dividend rights of holders
of outstanding Preferred Stock. See "Dividend Policy." Upon the
liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled to receive ratably the net assets of the Company
available after payment of all debts and other liabilities, subject to the
prior rights of any outstanding shares of Preferred Stock. Holders of
Common Stock have no preemptive, subscription, redemption or conversion
rights.
PREFERRED STOCK
The Board of Directors of the Company is empowered, without approval
of the stockholders, to cause shares of Preferred Stock to be issued in one
or more series, with the numbers of shares of each series to be determined
by the Board of Directors in its sole discretion. The Board of Directors is
authorized to fix and determine variations in the voting power,
designations, preferences, and relative, participating, optional or other
special rights (including, without limitation, special voting rights,
rights to receive dividends or assets upon liquidation, rights of
conversion into Common Stock or other securities, redemption provisions and
sinking fund provisions) between series and between the Preferred Stock or
any series thereof and the Common Stock, and the qualifications,
limitations or restrictions of such rights. Shares of Preferred Stock or
any series thereof may have full or limited voting powers, or be without
voting powers.
Although the Company has no present intention to issue shares of
Preferred Stock, the issuance of shares of Preferred Stock, or the issuance
of rights to purchase such shares, could be used to discourage an
unsolicited acquisition proposal. For instance, the issuance of a series of
Preferred Stock might impede a business combination by including class
voting rights that would enable the holders to block such a transaction; or
such issuance might facilitate a business combination by including voting
rights that would provide a required percentage vote of the stockholders.
In addition, under certain circumstances, the issuance of Preferred Stock
could adversely affect the voting power of the holders of the Common Stock.
Although the Board of Directors is required to make any determination to
issue such stock based on its judgment as to the best interests of the
stockholders of the Company, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that some
or a majority of the stockholders might believe to be in their best
interest or in which stockholders might receive a premium for their stock
over the then market price for such stock. The Board of Directors does not
at present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or the
regulations of the securities exchange or securities market on which its
Common Stock is listed. Pursuant to the Shareholder Agreement, the Company
has agreed that it will not issue
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any shares of capital stock (other than pursuant to the Stock Plan) without
the consent of Tech-Sym until such time as Tech-Sym no longer owns at least
50% of the Company's outstanding Common Stock.
ANTI-TAKEOVER PROVISIONS
NEVADA STATUTORY PROVISIONS
Nevada's "Combination with Interested Stockholders Statute," Nevada
Revised Statutes Section 78.411-78.444, which applies to any Nevada
corporation that has a class of voting shares registered with the
Securities and Exchange Commission (the "Commission") under Section 12 of
the Exchange Act, prohibits an "interested stockholder" from entering into
a "combination" with the corporation, unless certain conditions are met. A
"combination" includes (a) any merger with an "interested stockholder," or
any other corporation which is or after the merger would be, an affiliate
or associate of the interested stockholder, (b) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition of assets, in one
transaction or a series of transactions, to or with an interested
stockholder," having (i) an aggregate market value equal to 5% or more of
the aggregate market value of the corporations assets, (ii) an aggregate
market value equal to 5% or more of the aggregate market value of all
outstanding shares of the corporation, or (iii) representing 10% or more of
the earning power or net income of the corporation, (c) any issuance or
transfer of shares of the corporation or its subsidiaries, to the
"interested stockholder," having an aggregate market value equal to 5% or
more of the aggregate market value of all the outstanding shares of the
corporation, (d) the adoption of any plan or proposal for the liquidation
or dissolution of the corporation proposed by the "interested stockholder,"
(e) certain transactions which would result in increasing the proportionate
share of shares of the corporation owned by the "interested stockholder,"
or (f) the receipt of benefits by an interested stockholder, except
proportionately as a stockholder, of any loans, advances or other financial
benefits provided by the corporation. An "interested stockholder" is a
person who, together with affiliates and associates, beneficially owns (or
within the prior three years, did beneficially own) 10% or more of the
corporation's voting stock.
A corporation to which the statute applies may not engage in a
"combination" within three years after the interested stockholder acquired
its shares, unless the combination or the interested stockholder's
acquisition of shares was approved by the board of directors before the
interested stockholder acquired the shares. If this approval is obtained,
the combination may be consummated after the three-year period expires. If
this approval is not obtained, the combination may be consummated after the
three-year period expires if either (a)(i) the board of directors of the
corporation approved, prior to such person becoming an interested
stockholder, the combination or the purchase of shares by the interested
stockholder or (ii) the combination is approved by the affirmative vote of
holders of a majority of voting power not beneficially owned by the
interested stockholder at a meeting called no earlier than three years
after the date the interested stockholder became such or (b)(x) the
aggregate amount of cash and the market value of consideration other than
cash to be received by holders of common shares and holders of any other
class or series of shares meets the minimum requirements set forth in
Section 78.441 through 78.443, inclusive, and (y) prior to the consummation
of the combination, except in limited circumstances, the "interested
stockholder" would not have become the beneficial owner of additional
voting shares of the corporation.
Nevada's "Control Share Acquisition Statute," Nevada Revised Statute
Section 78.378-78.3793, prohibits an acquiror, under certain circumstances,
from voting shares of a target corporation's stock after crossing certain
threshold ownership percentages, unless the acquiror obtains the approval
of the target corporation's stockholders. The Control Share Acquisition
Statute only applies to any Nevada corporation with at least 200
stockholders, including at least 100 record stockholders who are Nevada
residents, and which does business directly or indirectly in Nevada. The
Company does not intend to "do business" in Nevada within the meaning of
the Control Share Acquisition Statute. Therefore, it is unlikely that the
Control Share Acquisition Statute will apply to the Company. The statute
specifies three thresholds: at least one-fifth but less than one-third, at
least one-third but less than a majority, and a majority or more, of the
outstanding voting power. Once an acquiror crosses one of the above
thresholds, shares which it acquired in the transaction taking it over the
threshold or within ninety days thereof become "Control Shares," which are
deprived of
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the right to vote until a majority of the disinterested stockholders
restore that right. A special stockholders' meeting may be called at the
request of the acquiror to consider the voting rights of the acquiror's
shares no more than 50 days (unless the acquiror agrees to a later date)
after the delivery by the acquiror to the corporation of an information
statement which sets forth the range of voting power that the acquiror has
acquired or proposes to acquire and certain other information concerning
the acquiror and the proposed control share acquisition. If no such request
for a stockholders' meeting is made, consideration of the voting rights of
the acquiror's shares must be taken at the next special or annual
stockholders' meeting. If the stockholders fail to restore voting rights to
the acquiror, or if the acquiror fails to timely deliver an information
statement to the corporation, then the corporation may, if so provided in
its Articles or Bylaws, call certain of the acquirors shares for redemption
at the average price paid for the Control Shares by the acquiror. The
Company's Articles and Bylaws do not currently permit it to call an
acquiror's shares for redemption under these circumstances. The Control
Share Acquisition Statute also provides that in the event the stockholders
restore full voting rights to a holder of Control Shares which owns a
majority of the voting stock, then all other stockholders who do not vote
in favor of restoring voting rights to the Control Shares may demand
payment for the "fair value" of their shares (which is generally equal to
the highest price paid by the acquiror in the transaction subjecting the
stockholder to the statute) unless the Articles or Bylaws of the
corporation provide otherwise.
PROVISIONS OF ARTICLES OF INCORPORATION AND BYLAWS
The Company's Articles and Bylaws include provisions that may have the
effect of discouraging, delaying or preventing a change in control of the
Company or an unsolicited acquisition proposal that a stockholder might
consider favorable, including a proposal that might result in the payment
of a premium over the market price for the shares held by stockholders.
These provisions are summarized in the following paragraphs.
CLASSIFIED BOARD OF DIRECTORS. The Articles provides for the Board of
Directors to be divided into three classes of directors serving staggered
three-year terms. The classification of the Board of Directors has the
effect of requiring at least two annual stockholder meetings, instead of
one, to replace a majority of members of the Board of Directors.
AUTHORIZED BUT UNISSUED OR UNDESIGNATED CAPITAL STOCk. The Company's
authorized capital stock will consist of 35,000,000 shares of Common Stock
and 5,000,000 shares of Preferred Stock. After the Offering, the Company
will have outstanding 9,700,000 shares of Common Stock (assuming the
Underwriters' over-allotment option is not exercised). The authorized but
unissued (and in the case of Preferred Stock, undesignated) stock may be
issued by the Board of Directors in one more transactions. In this regard,
the Company's Articles grants the Board of Directors broad power to
establish the rights and preferences of authorized and unissued Preferred
Stock. The issuance of shares of Preferred Stock pursuant to the Board of
Directors' authority described above could decrease the amount of earnings
and assets available for distribution to holders of Common Stock and
adversely affect the rights and powers, including voting rights, of such
holders and may also have the effect of delaying, deferring or preventing a
change in control of the Company. The Board of Directors does not currently
intend to seek stockholders' approval prior to any issuance of Common Stock
or Preferred Stock, unless otherwise required by law. Pursuant to the
Shareholder Agreement, the Company has agreed that it will not issue any
shares of capital stock (other than pursuant to the Stock Plan) without the
consent of Tech-Sym until such time as Tech-Sym no longer owns at least 50%
of the Company's outstanding Common Stock.
SPECIAL MEETING OF STOCKHOLDERS. The Bylaws provide that special
meetings of stockholders of the Company may only be called by (i) the
Chairman of the Board of Directors upon the written request of the Board of
Directors pursuant to a resolution approved by a majority of the Board of
Directors or (ii) one or more stockholders owning 50% or more of the
outstanding Common Stock of the Company.
STOCKHOLDER ACTION BY WRITTEN CONSENT. The Articles and Bylaws
provide that any action required or permitted by the stockholders of the
Company must be effected at a duly called annual or special meeting of the
stockholders, and may not be effected by any written consent of the
stockholders.
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NOTICE PROCEDURES. The Bylaws establish advance notice procedures with
regard to stockholder proposals relating to the nomination of candidates
for election as director, the removal of directors and amendments to the
Articles or Bylaws to be brought before annual meetings of stocholders of
the Company. These procedures provide that notice of such stockholder
proposals must be timely given in writing to the Secretary of the Company
prior to the annual meeting. Generally, to be timely, notice must be
received at the principal executive offices of the Company not less than 80
days prior to an annual meeting (or if fewer than 90 days' notice or prior
public disclosure of the date of the annual meeting is given or made by the
Company, not later than the tenth day following the date on which the
notice of the date of the annual meeting was mailed or such public
disclosure was made). The notice must contain certain information specified
in the Bylaws, including a brief description of the business desired to be
brought before the annual meeting and certain information concerning the
stockholder submitting the proposal.
TRANSFER AGENT
The Transfer Agent for the Common Stock is Continental Stock Transfer
& Trust Company, New York City, New York.
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