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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
Exigent International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 59-3379927
(State of Incorporation) (IRS Employer
Identification Number)
1225 Evans Road
Melbourne, Florida 32904-2314
(407) 952-7550
(Address of principal office)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which
to be so registered each class is to be registered
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Common Shares, Par Value $0.01 Chicago Stock Exchange
Common Stock Purchase Warrants Chicago Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.[X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.[_]
Securities Act registration statement file number to which this form relates
___________ (if applicable).
Securities registered pursuant to Section 12(g) of the Act: (registered under
previous filing)
Common Shares
Par Value $0.01
Common Stock Purchase Warrants
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Common Shares. Exigent International, Inc. ("Exigent") is authorized to
issue 30,000,000 Common Shares, par value $0.01 per share. The holders of the
Common Shares are entitled to one vote per share on all entitled matters
including the election of directors and do not have cumulative voting rights.
With respect to the election of directors, holders of Common Shares (together
with holders of Class B Common Shares and of any Preferred Shares with voting
rights other than Class A Preferred Shares) voting as a separate class are
entitled to elect 25% of the members of the Exigent Board of Directors. Holders
of Class A Preferred Shares are entitled to elect the remaining directors.
Notwithstanding the foregoing, if, on the record date for any shareholders'
meeting at which directors are to be elected, the number of issued and
outstanding Common Shares, Class B Common Shares and voting Preferred Shares
(other than Class A Preferred Shares) is less than 10% of the aggregate number
of issued and outstanding voting shares of all classes, all directors will be
elected by the holders of all voting shares voting together.
The holders of Common Shares share equally in funds legally available for
dividends when, as and if declared by the Board of Directors of Exigent with
holders of Class B Common Shares and Class A Preferred Shares. Stock dividends
may only be paid to holders of Common Shares in Common Shares and only if the
same number of Class A Preferred Shares will be paid with respect to each
outstanding Class A Preferred Share. The payment of dividends may also be
subject to preferential or identical rights, if any, of the holders of other
outstanding securities. Common Shares or Class A Preferred Shares may not be
combined or subdivided without at the same time making a proportionate
combination or subdivision of the shares of the other of such classes.
Holders of Common Shares are also entitled to share ratably in all of the
assets of Exigent available for distribution to holders of common shares
(including Class B Common Shares) upon liquidation, dissolution or winding up of
the affairs of Exigent subject to the preference of holders of Class A Preferred
Shares, but only to the extent of the stated value of $2.50 per share, and
subject to any preferential rights of the holders of any other outstanding
preferred shares. Common Shares do not have preemptive, subscription or
conversion rights and are not subject to call or redemption (there are no
applicable sinking fund provisions). All Common Shares now outstanding are fully
paid and nonassessable.
Common Stock Purchase Warrants. Exigent has issued and outstanding
1,070,270 Common Stock Purchase Warrants, each warrant entitling the holder to
purchase one Common Share. The Warrants may be exercised at any time during the
36 month period beginning January 30, 1997 at an exercise price of $3.00 per
share, subject to adjustment, by surrendering the warrant to the Warrant Agent
with the subscription properly completed and executed with payment of the
exercise price. No fractional Common Shares will be issued in connection with
the exercise of warrants. Exigent has no right to call the warrants. If a holder
of warrants fails to exercise the warrants prior to their expiration, the
warrants will expire and the holder will have no further rights with respect to
the warrants. A holder of warrants will not have any rights or privileges of a
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shareholder of Exigent prior to exercise of such warrants. Exigent has agreed to
keep available a sufficient number of authorized Common Shares to permit
exercise of the warrants. The exercise price of the warrants and the number of
shares issuable upon exercise of the warrants are subject to adjustment in the
event of stock dividends, stock splits, combinations, reorganizations,
subdivisions and reclassifications. The warrants were issued pursuant to a
Warrant Agreement between Exigent and Mid-America Bank of Louisville and Trust
Company.
Item 2. Exhibits.
None.
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.
Exigent International, Inc.
Date: October 16, 1997
By: /s/ Bernard R. Smedley
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Bernard R. Smedley
Chief Executive Officer
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