<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
___________________________________
DYNAMEX INC.
(Exact name of registrant as specified in its charter)
Delaware 86-0712225
(State of incorporation (IRS Employer
or organization) Identification Number)
2630 Skymark Avenue
Suite 610
Mississauga, Ontario L4W5A4
(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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:
Common Stock, $.01 par value
(Title of Class)
Preferred Stock Purchase Rights
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
The information contained in the registrant's Registration Statement
on Form S-1 No. 333-05293 under the caption "Description of Capital Stock" is
incorporated herein by reference. A copy of such information is attached
hereto as Annex A.
Item 2. Exhibits.
3.1 - Restated Certificate of Incorporation of the registrant
(included as Exhibit 3.1 to the registrant's Registration
Statement on Form S-1 No. 333-05293 and incorporated herein by
reference).
3.2 - Form of By-laws of the registrant (included as an Exhibit 3.2
to the registrant's Registration Statement on Form S-1 No.
333-05293 and incorporated herein by reference).
4.1 - Rights Agreement between Dynamex Inc. and Harris Trust and
Savings Bank, dated July 5, 1996 (included as Exhibit 4.1 to
registrant's Amendment No. 1 to Registration Statement on Form
S-1 No. 333-05293 and incorporated herein by reference).
99.1 - Specimen Common Stock Certificate
<PAGE> 3
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.
DYNAMEX INC.
By: /s/ ROBERT P. CAPPS
---------------------------------------
Robert P. Capps,
Vice President - Finance and Corporate
Development
Date: July 19, 1996
<PAGE> 4
Annex "A" Page 1 of 3
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 60,000,000 shares of
capital stock, par value $.01 per share, of which 50,000,000 are Common Stock
and 10,000,000 are Preferred Stock. A total of 500,000 shares of Preferred Stock
have been designated as Series A Junior Participating Preferred Stock (the
"Series A Preferred Stock") by the Board of Directors in connection with the
Rights Agreement discussed below. As of June 30, 1996, there were 2,543,460
shares of Common Stock outstanding held by four holders of record, and there
were no shares of Preferred Stock outstanding.
The following description of the Company's capital stock does not purport
to be complete and is subject in all respects to applicable Delaware law and to
the provisions of the Company's Restated Certificate of Incorporation, Bylaws
and Rights Agreement, in each case as amended to date.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of stockholders, including the election of
directors. The Common Stock does not have cumulative voting rights, which means
that the holders of a majority of the shares voting for election of directors
can elect all members of the Board of Directors. Dividends may be paid ratably
to holders of Common Stock when and if declared by the Board of Directors out of
funds legally available therefor. Upon liquidation or dissolution of the
Company, the holders of Common Stock will be entitled to share ratably in the
assets of the Company legally available for distribution to stockholders after
payment of all liabilities and the liquidation preferences of any outstanding
Preferred Stock.
The holders of Common Stock have no preemptive or conversion rights or
other subscription rights and are not subject to redemption or sinking fund
provisions or to calls or assessments by the Company. The shares of Common Stock
offered hereby will be, when issued and paid for, fully paid and not liable for
call or assessment. The Common Stock offered hereby has been approved for
quotation and trading on the Nasdaq National Market.
PREFERRED STOCK
Under governing Delaware law and the Company's Restated Certificate of
Incorporation, no action by the Company's stockholders is necessary, and only
action of the Board of Directors is required, to authorize the issuance of any
of the Preferred Stock. The Board of Directors is empowered to establish, and to
designate the name of, each class or series of the Preferred Stock.
Shares of Series A Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each share of Series A Preferred Stock will be entitled
to a minimum preferential quarterly dividend payment of $0.25 per share but will
be entitled to an aggregate dividend of 100 times the dividend declared per
share of Common Stock. In the event of liquidation, the holders of the shares of
Series A Preferred Stock will be entitled to a minimum preferential liquidation
payment of $1 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of the shares of Series A Preferred Stock shall be
entitled to an aggregate payment of 100 times the payment made per share of
Common Stock, as adjusted to reflect any dividend on the Common Stock payable in
shares of Common Stock or any subdivision, combination or reclassification of
the Common Stock. Each share of Series A Preferred Stock will have 100 votes,
voting together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Series A Preferred Stock will be entitled to receive
100 times the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions.
Although the Company has no present plans to issue additional series of
Preferred Stock (other than shares which may be issued in connection with the
Rights Agreement), such shares may be issued from time to time in one or more
classes or series with such designations, powers, preferences, rights,
qualifications, limitations and restrictions as may be fixed by the Company's
Board of Directors. The Board of Directors, without obtaining stockholder
approval, may issue such shares with voting or conversion rights or both and
<PAGE> 5
Annex "A" Page 2 of 3
thereby dilute the voting power and equity of the holders of Common Stock and
adversely affect the market price of such stock.
The existence of authorized Preferred Stock may have the effect of
discouraging an attempt, through acquisition of a substantial number of shares
of Common Stock, to acquire control of the Company with a view to effecting a
change in control of the Company, a merger, sale or exchange of assets or a
similar transaction. The anti-takeover effects of authorized Preferred Stock may
deny stockholders the receipt of a premium on their Common Stock and may also
have a depressive effect on the market price of the Common Stock.
RIGHTS AGREEMENT
In June 1996, the Board of Directors of the Company approved a Rights
Agreement which is designed to protect stockholders should the Company become
the target of coercive and unfair takeover tactics. Pursuant to the Rights
Agreement, the Board of Directors declared a dividend of one preferred stock
purchase right (a "Right") for each outstanding share of Common Stock on May 31,
1996. Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of the Series A Preferred Stock, at a price of $45.00
per one one-hundredth of a share of Series A Preferred Stock, subject to
possible adjustment.
Initially, the Rights are attached to all Common Stock certificates and no
separate Rights certificates exist. Until the Rights become separable as
described below, an additional Right will be issued with every share of newly
issued Common Stock, including the shares of Common Stock issued pursuant to the
Offering. Until a Right is exercised, the holder of a Right will have no rights
as a stockholder of the Company, including the right to vote or to receive
dividends. The Rights will expire on May 31, 2006 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Rights will become exercisable and separable from shares of Common
Stock upon the earlier to occur of (i) 10 days after the first public
announcement that a person or group (an "Acquiring Person"), other than the
Company, any subsidiary of the Company or any employee benefit plan of the
Company or Cypress, James M. Hoak (or any affiliates thereof), has become the
beneficial owner of 15% or more of the outstanding shares of Common Stock or
(ii) 10 business days (or such later date as may be determined by action of the
Board of Directors prior to the time any person or group becomes an Acquiring
Person) after the commencement of, or the announcement of an intention to
commence, a tender or exchange offer the consummation of which would result in
any person or group (other than the Company, any subsidiary of the Company or
any employee benefit plan of the Company) becoming the beneficial owner of 15%
or more of such outstanding shares of Common Stock.
In the event that any person or group becomes the beneficial owner of 15%
or more of the shares of Common Stock then outstanding, each registered holder
of a Right will have the right to receive upon exercise of Right at the then
current purchase price of the Right that number of shares of Common Stock of the
Company having a market value of two times such purchase price. Notwithstanding
the foregoing, after the occurrence of the event described in this paragraph,
all Rights which are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by an Acquiring Person will be void. Under
no circumstances may a Right be exercised following the occurrence of a
transaction described in this paragraph prior to the expiration of the Company's
right of redemption.
In the event that, on or after the first public announcement by the Company
or an Acquiring Person that an Acquiring Person has become such (the "Share
Acquisition Date"), the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold or transferred (in one transaction or a series of transactions
other than in the ordinary course of business), each registered holder of a
Right (except Rights which have become void as specified above) will thereafter
have the right to receive, upon the exercise thereof at the then current
purchase price of the Right, the number of shares of common stock of the
acquiring company (or of another person or group affiliated with the Acquiring
Person as provided in the Rights Agreement) which at the time of such
transaction will have a market value of two times such purchase price.
<PAGE> 6
Annex "A" Page 3 of 3
At any time after any person becomes an Acquiring Person and prior to the
time such person or group becomes the beneficial owner of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights which have become void), in whole or in
part, at the exchange rate of one share of Common Stock, or one one-hundredth of
a share of Series A Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right, subject to adjustment as provided in the Rights Agreement.
At any time prior to the earlier of (i) the 10th business day after the
Share Acquisition Date, subject to one or more extensions by a majority of the
Disinterested Directors (as defined) and (ii) the Final Expiration Date, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a redemption price of $.01 per Right, appropriately adjusted to reflect
any stock split, stock dividend, subdivision or combination or any similar
transaction occurring after the date of the Rights Agreement (the "Redemption
Price"); provided, however, that, under certain circumstances specified in the
Rights Agreement, the Rights may not be redeemed unless there are Disinterested
Directors in office and such redemption is approved by a majority of such
Disinterested Directors. The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in
its sole discretion shall establish. After the redemption period has expired,
the Company's right of redemption may be reinstated, under the circumstances
specified in the Rights Agreement, which include the concurrence of a majority
of the Disinterested Directors, if an Acquiring Person shall have reduced to 10%
or less the number of outstanding shares of Common Stock beneficially owned in a
transaction or series of transactions not involving the Company and not
constituting specified transactions which result in a discounted purchase price
under the Rights Agreement. Immediately after any action by the Board of
Directors directing the redemption of the Rights, the right to exercise the
Rights shall terminate and thereafter the registered holders of the Rights shall
be entitled to receive only the Redemption Price per Right.
The term "Disinterested Director" means any member of the Company's Board
of Directors who is unaffiliated with an Acquiring Person and was a member of
the Company's Board of Directors prior to the time that an Acquiring Person
became such and any successor of a Disinterested Director who is unaffiliated
with an Acquiring Person and is recommended to succeed a Disinterested Director
by a majority of Disinterested Directors then on the Company's Board of
Directors.
The Rights have certain anti-takeover effects. The Rights could cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on substantially
all of the Rights also being acquired. The Rights should not, however, interfere
with any merger or other business combination approved by the Board of Directors
of the Company since the Rights may be redeemed or amended by the Company as
described above.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
The Company is a Delaware corporation and is subject to the provisions of
Section 203 of the Delaware General Corporation Law. In general, Section 203
provides that a Delaware corporation may not engage in any of a broad range of
business combinations with a person or affiliate or associate of such person who
is an "interested stockholder" (defined generally as a person who together with
affiliates and associates, own (or within three years, did own) 15% or more of a
corporation's outstanding voting stock) unless: (a) the transaction resulting in
a person's becoming an interested stockholder, or the business combination, is
approved by the board of directors of the corporation before the person becomes
an interested stockholder; (b) the interested stockholder acquires 85% or more
of the outstanding voting stock of the corporation in the same transaction that
makes it an interested stockholder; or (c) on or after the date the person
becomes an interested stockholder, the business combination is approved by the
corporation's board of directors and by the holders of at least 66 2/3% of the
corporation's outstanding voting stock at an annual or special meeting,
excluding shares owned by the interested stockholder.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Company's Common Stock is Harris
Trust and Savings Bank.
<PAGE> 7
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
3.1 - Restated Certificate of Incorporation of the registrant
(included as Exhibit 3.1 to the registrant's Registration
Statement on Form S-1 No. 333-05293 and incorporated herein by
reference).
3.2 - Form of By-laws of the registrant (included as an Exhibit 3.2
to the registrant's Registration Statement on Form S-1 No.
333-05293 and incorporated herein by reference).
4.1 - Rights Agreement between Dynamex Inc. and Harris Trust and
Savings Bank, dated July 5, 1996 (included as Exhibit 4.1 to
registrant's Amendment No. 1 to Registration Statement on Form
S-1 No. 333-05293 and incorporated herein by reference).
99.1 - Specimen Common Stock Certificate
</TABLE>
<PAGE> 1
EXHIBIT 99.1
Specimen Common Stock Certificate
================================================================================
INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE
COMMON STOCK DYNAMEX COMMON STOCK
NUMBER DYNAMEX INC. SHARES
THIS CERTIFICATE IS TRANSFERABLE EITHER SEE REVERSE FOR CERTAIN LEGENDS
IN CHICAGO, IL. OR NEW YORK, NY
CUSIP 26784F 10 3
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES, $.01 PAR VALUE, OF THE COMMON STOCK OF
================================DYNAMEX INC.====================================
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 or accompanied by a proper assignment. This Certificate and the
shares represented hereby are issued and shall be held subject to all of the
provisions of the Restated Certificate of Incorporation and Bylaws of the
Corporation and all amendments thereof, copies of which are on file with the
Transfer Agent, to all of which the holder by the acceptance hereof assents.
This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated: DYNAMEX INC. COUNTERSIGNED AND REGISTERED:
[SEAL] HARRIS TRUST AND SAVINGS BANK
TRANSFER AGENT
AND REGISTRAR
/s/ R. MCCLELLAND
PRESIDENT AND CHIEF EXECUTIVE OFFICER BY
AUTHORIZED SIGNATURE
/s/ MARTY PICCOLO
SECRETARY
================================================================================
***************************************************************
* AMERICAN BANK NOTE COMPANY JULY 17, 1996 FM *
* 3504 ATLANTIC AVENUE *
* SUITE 12 *
* LONG BEACH, CA 90857 045150FC *
* (310) 426--2333 *
* (FAX)(310) 426-7480 7B Proof PG REV 1 *
***************************************************************
<PAGE> 2
DYNAMEX INC.
The Corporation will furnish upon request and without charge to each
stockholder the powers, designations, preferences, and relative, participating,
optional and other special rights of each class of stock and series within a
class of stock of the Corporation, as well as the qualifications, limitations
and restrictions relating to those preferences and/or rights. A Stockholder may
make the request to the Corporation or to its Transfer Agent and Registrar.
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:
<TABLE>
<S> <C> <C>
TEN COM- as tenants in common UNIF GIFT MIN ACT-(Cust) Custodian (Minor)
TEN ENT- as tenants by the entireties ------- -------
JT TEN - as joint tenants with right Under Uniform Gifts to Minors
of survivorship and not as Act (State)
tenants in common ------------------------
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
---------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
[ ]
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE 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 full power of substitution in the premises.
Dated,
-----------------------------------
NOTICE X
THE SIGNATURE(S) TO THIS ASSIGNMENT ----------------------------------------
MUST CORRESPOND WITH THE NAME(S) AS (SIGNATURE)
WRITTEN UPON THE FACE OF THE ------>
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT X
OR ANY CHANGE WHATEVER ----------------------------------------
(SIGNATURE)
- --------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION AS
DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 AS
AMENDED
- --------------------------------------------------------------------------------
SIGNATURE(S) GUARANTEED BY:
- --------------------------------------------------------------------------------
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement, dated July 5, 1996 (the
"Rights Agreement"), between Dynamex Inc. and Harris Trust and Savings Bank,
the terms of which are incorporated herein by reference and a copy of which is
on file at the principal executive offices of Dynamex Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates, and will no longer be evidenced by this
certificate. Dynamex Inc. will mail to the holder of this certificate a copy
of the Rights Agreement without charge after receipt of a written request
therefor. Under certain circumstances described in the Rights Agreement,
Rights issued to or held by a Person who is, was or becomes an Acquiring Person
or an Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement), whether currently held by or on behalf of such Person or any
subsequent holder, may become null and void.
- --------------------------------------------------------------------------------
AMERICAN BANK NOTE COMPANY JULY 17, 1996fm
3504 ATLANTIC AVENUE
SUITE 12
LONG BEACH, CA 90607 045150bk
(310) 989-2333
(FAX) (310) 426-7450 Proof DP REV 1
- --------------------------------------------------------------------------------
