FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRUSTED INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0375640
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3060 Washington Road, Glenwood, MD 21738
- --------------------------------------------------------------------------------
(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
None None
- ------------------- -----------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
----------------------------
(Title of class)
<PAGE>
Item 1: Description of Registrant's Securities to be Registered
The description of the Common Stock, par value $0.01 per
share, required by this Item is contained in Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-5419), filed with the
Commission on July 17, 1996. Such description, which appears in the prospectus
contained in Amendment No. 1 to the Registration Statement under the caption
"Description of Capital Stock" at pages 50 and 51, is incorporated herein by
reference, and a copy of the description is attached hereto as Schedule 1.1.
Item 2: Schedules
The following Schedules are filed as part of Amendment No. 1 to
the Registration Statement:
Schedule Number Description
1.1 Description of the Common Stock, par value $0.01, appearing under the
caption "Description of Capital Stock" at pages 50 and 51 of the
prospectus contained in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-5419), and incorporated herein by
reference.
1.2 Specimen of stock certificate for shares of Common Stock, par value
$0.01 per share.
2.1 Certificate of Incorporation filed with the State of Delaware.
Incorporated herein by reference to Exhibit 3.1 of Amendment No. 1 to
the Registrant's Registration Statement on Form S-1 (Reg. No.
333-5419).
<PAGE>
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.
TRUSTED INFORMATION SYSTEMS, INC.
Date: July 19, 1996 By: /s/ Stephen T. Walker
--------------------
Stephen T. Walker
President
<PAGE>
Schedule 1.1
Description of Capital Stock
General
The authorized capital stock of the Company consists of 40,000,000
shares of Common Stock, par value $.01 per share, and 5,000,000 shares of
Preferred Stock, $.01 par value (the "Preferred Stock"). There are no shares of
Preferred Stock outstanding. The following summary description of the capital
stock of the Company does not purport to be complete and is subject to the
detailed provisions of, and qualified in its entirety by reference to, the
Company's Certificate of Incorporation and Bylaws, copies of which have been
filed as exhibits to the Registration Statement of which this Prospectus is a
part, and to the applicable provisions of the General Corporation Law of the
State of Delaware. However, such description describes all material matters
relating to the Common Stock and the Preferred Stock.
Common Stock
At May 31, 1996, there were 12,263,080 shares of Common Stock
outstanding and held of record by approximately 80 stockholders. Each holder of
Common Stock is entitled to one vote for each share held on all matters
submitted to a vote of stockholders. The holders of Common Stock, voting as a
single class, are entitled to elect all of the directors of the Company. The
Common Stock does not provide for cumulative voting. Matters submitted to
stockholder approval generally require a majority vote.
Holders of Common Stock are entitled to receive, subject to the
preferential rights of holders of outstanding stock having preferential rights
as to dividend, such dividends as may be declared 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
would be entitled to share in the Company's assets remaining after the payment
of liabilities and the satisfaction of any liquidation preference granted the
holders of any outstanding shares of preferred stock, if any. Holders of Common
Stock have no preemptive or other subscription rights. The shares of Common
Stock are not convertible into any other security and have no redemption rights.
The outstanding shares of Common Stock are, and the shares being offered hereby
will be, upon issuance and sale, fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any series of
Preferred Stock which the Company may designate and issue in the future.
Preferred Stock
The Company has the authority to issue up to 5,000,000 shares of
Preferred Stock. The Board of Directors has the authority to issue, without any
further action by the stockholders (except as may be required by applicable law
or stock exchange regulations), the Preferred Stock in one or more series, to
establish from time to time the number of shares to be included in each series,
and to fix the designations, powers, preferences and rights of the shares of
each series and
<PAGE>
the qualifications, limitations or restrictions thereof. Although the ability of
the Board of Directors to designate and issue Preferred Stock provides desirable
flexibility, issuance of Preferred Stock may have adverse effects on the holders
of Common Stock including restrictions on dividends on the Common Stock if
dividends on the Preferred Stock have not been paid; dilution of voting power of
the Common Stock to the extent the Preferred Stock has voting rights; or
deferral of participation in the Company's assets upon liquidation until the
satisfaction of any liquidation preference granted to holders of the Preferred
Stock. In addition, issuance of Preferred Stock could make it more difficult for
a third party to acquire a majority of the voting power of the outstanding
capital stock and accordingly may be used as an "anti-takeover" device. The
Board of Directors, however, currently does not contemplate the issuance of any
Preferred Stock and is not aware of any pending transactions that would be
effected by such issuance.
Certain Provisions of the Company's Certificate of Incorporation and Bylaws
The Company's Certificate of Incorporation or Bylaws, as applicable,
among other things, (i) provide that the number of directors shall be determined
from time to time by resolution adopted by a majority of the Board of Directors
and (ii) provide for a classified Board of Directors consisting of three classes
of directors having staggered terms of three years each, with each of the
classes being as nearly equal in number as possible.
The Company's Certificate of Incorporation provides that, upon the
closing of the Offering, any action required or permitted to be taken by the
stockholders of the Company may be taken only at a duly called annual or special
meeting of the stockholders, and may not be effected by any consent in writing
by such stockholders, unless such consent is unanimous, and does not provide for
cumulative voting in the election of directors. The Certificate of Incorporation
and Bylaws restrict the right of stockholders to change the number of directors
or to fill vacancies on the Board of Directors. The amendment of any of these
provisions would require approval by 66 2/3% of the voting power of the
outstanding shares of the Company
These and other provisions could have the effect of making it more
difficult for a third party to effect, or of discouraging a third party from
trying to effect, a change in the control of the Board of Directors. Such
provisions may also discourage another person or entity from making a tender
offer for the Company's Common Stock, including offers at a premium over the
market price of the Common Stock, and might result in a delay in changes in
control of management. In addition, these provisions could have the effect of
making it more difficult for proposals favored by the stockholders to be
presented for stockholder consideration.
Section 203 of Delaware General Corporation law
Section 203 of the Delaware Law, as amended ("Section 203"), provides
that, subject to certain exceptions specified therein, a Delaware corporation
shall not engage in any business combination, including any merger or
consolidation with, or any transaction which results in the acquisition of
additional shares of the corporation by, an "interested stockholder" for a
three-year period following the time at which the stockholder became an
"interested stockholder" unless (i) prior to such time, the board of directors
of the corporation approved either the business
<PAGE>
combination or the transaction which resulted in the stockholder becoming an
"interested stockholder," (ii) upon consummation of the transaction which
resulted in the stockholder becoming an "interested stockholder," the
"interested stockholder" owned at least 85% of the voting stock of the
corporation outstanding at the time that the transaction commenced (excluding
certain shares), or (iii) at or subsequent to such time, the business
combination is approved by the board of directors of the corporation and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the "interested stockholder." Except as otherwise
specified in Section 203, an "interested stockholder" is defined to include any
person that (i) is the owner of 15% or more of the outstanding voting stock of
the corporation or (ii) is an affiliate or associate of the corporation and was
the owner of 15% or more of the outstanding voting stock of the corporation at
any time within three years immediately prior to the date on which it is sought
to be determined whether such person is an "interested stockholder" and the
affiliates and associates of any such person. The Company's stockholders, by
adopting an amendment to its Certificate of Incorporation or Bylaws, may elect
not to be governed by Section 203, effective twelve months after adoption.
Neither the Company's Certificate of Incorporation nor its bylaws presently
exclude the Company from the restrictions imposed by Section 203.
Transfer Agent and Registrar
The transfer agent and registrar for the Company's Common Stock is
American Stock Transfer and Trust, Inc.
<PAGE>
Schedule 1.2
Specimen of Common Stock Certificate
[FRONT OF CERTIFICATE]
[LOGO]
COMMON STOCK COMMON STOCK
NUMBER SHARES
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
AND LEGENDS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE OF
TRUSTED INFORMATION SYSTEMS,INC.
(hereinafter called the Corporation), transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.
This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar. Witness the facsimile signatures of the
Corporation's duly authorized officers.
Dated:
PRESIDENT AND [SEAL] SECRETARY
CHIEF EXECUTIVE OFFICER
<PAGE>
[BACK OF CERTIFICATE]
TRUSTED INFORMATION SYSTEMS, INC.
The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
- -------------------------------------------------------------------------------
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to
applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT MIN ACT-________Custodian_________
TEN ENT- as tenants by the entireties (cust) (Minor)
JT TEN- as joint tenants with
right of survivorship and under Uniform Gifts to Minors Act
not as tenants in common _________________________
(State)
Additional abbreviations may also be used not in the above list
For Value Received, ___________ hereby sell, assign transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________
______________________________________________ Shares
of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
- ----------------------------------------------
Attorney to transfer the said Stock on the books of the within-named Corporation
with the full power of substitution in the premises.
Dated ________________19___
In the presence of
- ---------------------- -----------------------
SIGNATURE GUARANTEED:_______________________________
THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS,
SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
<PAGE>
Schedule 2.1
Certificate of Incorporation of the Company
[Incorporated herein by reference to Exhibit 3.1 of Amendment No. 1 to
the Registrant's Registration Statement on Form S-1 (Reg. No. 333-5419).]
