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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
APPLIED INTELLIGENCE GROUP, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1247666
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
13800 BENSON ROAD
EDMOND, OKLAHOMA 73013-6417
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
(EACH EXERCISABLE TO PURCHASE ONE SHARE OF COMMON STOCK)
Number of pages in sequential numbering system ________
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Applied Intelligence Group, Inc., an Oklahoma corporation ("Registrant"),
pursuant to its Certificate of Incorporation, as amended, is authorized to issue
up to 40,000,000 shares of capital stock, consisting of 30,000,000 shares of
Common Stock, $.001 par value ("Common Stock"), and 10,000,000 shares of
Preferred Stock, $.001 par value ("Preferred Stock").
The following description of certain matters relating to the Common Stock,
Preferred Stock and Redeemable Common Stock Purchase Warrants of Registrant is a
summary and is qualified in its entirety by the provisions of the Company's
Certificate of Incorporation, as amended, Bylaws, as amended, and the Warrant
Agreement between Registrant and Liberty Bank and Trust Company of Oklahoma
City, N.A., which have been filed as exhibits to Registrant's Registration
Statement on Form SB-2 (Registration No. 333-5038-D). See "Item 2--Exhibits."
COMMON STOCK
The holders of outstanding shares of Common Stock are entitled to receive
dividends out of assets legally available at such times and in such amounts as
the Board of Directors may, from time to time, determine, and upon liquidation
and dissolution are entitled to receive all assets available for distribution to
the shareholders, subject to any rights that holders of Preferred Stock may
have. Holders of Common Stock are entitled to one vote per share on matters
voted upon by the shareholders. The Common Stock has no preemptive rights and no
subscription, redemption or conversion privileges. The Common Stock does not
have cumulative voting rights, which means that holders of a majority of shares
voting for the election of directors can elect all members of the Board of
Directors subject to election. The Company's amended Certificate of
Incorporation provides that the provisions therein related to the staggered or
classified Board of Directors, the number of directors, removal of directors,
and vacancies on the Board of Directors may be amended, altered, changed or
repealed only by the affirmative vote of the holders of two-thirds of the issued
and outstanding stock having voting power, voting together as a single class.
Furthermore, the amended Certificate of Incorporation provides that the Bylaws
may be adopted, amended, altered, changed or repealed by the Board of Directors
only by the affirmative vote of the holders of at least two-thirds of the issued
and outstanding capital stock having voting power, voting together as a single
class. In general and except as described above, a majority vote of shares
represented at a meeting of shareholders at which a quorum is present (generally
the holders of a majority of the shares entitled to vote, in person or by proxy)
is sufficient for all actions that require the vote or concurrence of
shareholders.
PREFERRED STOCK
The Preferred Stock may be issued from time to time in one or more series,
and the Board of Directors of the Company, without further approval of its
shareholders, is authorized to fix the relative rights, preferences, privileges
and restrictions applicable to each series of Preferred Stock. Management of the
Company believes that having such a class of Preferred Stock provides the
Company with greater flexibility in financing, acquisitions and other corporate
activities. In the the event of any such issuance of Preferred Stock, the
holders of Common Stock will not have any preemptive or similar rights to
acquire any of such Preferred Stock.
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
The Board of Directors of Registrant has authorized for issuance 1,000,000
Redeemable Common Stock Purchase Warrants (the "Warrants"). Each of the
Warrants entitles the holder, upon payment of the exercise price of $5.00 per
share, to purchase one share of Common Stock. The Warrants are exercisable
during the three-year period commencing on the date of first issuance of the
Warrants. A holder of the Warrants will only be able to exercise the Warrants
held in the event (i) a current prospectus under the Securities Act of 1933, as
amended (the "1933 Act") relating to the shares of Common Stock issuable upon
exercise of the Warrants is then in effect and (ii) such Common Stock is
qualified for sale or exemption from qualification under the applicable
securities laws of the states in which the holder resides.
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The Warrants are subject to redemption by the Company, on not less than 30
nor more than 60 days' written notice, at a price of $.125 per Warrant, if the
average closing price per share of the Common Stock is at least $7.00 per share
for at least 30 consecutive trading days ending within 20 days on the date on
which any one of the holders of the Warrants is mailed written notice of the
call for redemption. During the one-year period commencing on the date that any
of the Warrants are first issued by the Company, the Warrants may only be
redeemed with the consent of the Underwriter. Holders of Warrants will
automatically forfeit their rights to purchase the shares of Common Stock
issuable upon exercise of such Warrants unless the Warrants are exercised before
the close of business on the business day immediately prior to the date set for
redemption. All of the outstanding Warrants must be redeemed if any are
redeemed. A notice of redemption shall be mailed to each of the registered
holders of the Warrants by first class, postage prepaid, within five business
days (or such longer period to which the Underwriter may consent) after the date
set for redemption, but no earlier than the thirtieth nor late than the sixtieth
day before the dated fixed for redemption. The notice of redemption shall
specify the redemption price, the date fixed for redemption, the place where the
Warrant certificates shall be delivered and the redemption price to be paid, and
that the right to exercise the Warrants shall terminate at 5:00 p.m. New York
City time on the business day immediately preceding the date fixed for
redemption. The Warrants can only be redeemed if, on the date the Warrants are
called for redemption, there is an effective registration statement and current
prospectus covering the shares of Common Stock issuable upon exercise of the
Warrants.
The Warrants may be exercised upon surrender of the certificate(s) therefor
on or prior to 5:00 p.m. New York City time on the expiration date of the
Warrants or, if the Warrants are called for redemption, the business day prior
to the redemption date, as explained above, at the offices of the Company's
warrant agent (the "Warrant Agent") with the "Subscription Form" on the reverse
side of the certificate filled out and executed as indicated, accompanied by
payment of the full exercise price for the number of Warrants being exercised.
The Warrants contain provisions that protect the holder thereof against
dilution by adjustment of the number of shares of Common Stock or other
securities of the Company purchasable upon exercise of the Warrants in certain
events, such as stock dividends, stock splits, mergers, sale of substantially
all of the Company's assets, and for other extraordinary events.
The Company is not required to issue fractional shares of Common Stock,
and, in lieu thereof, will make a cash payment based upon the current market
value of such shares. The holders of the Warrants do not possess any rights as
shareholders of the Company unless and until the holders exercise the Warrants
and then only as a holder of the Common Stock.
TRANSFER AGENT AND WARRANT AGENT
Liberty Bank and Trust Company of Oklahoma City, N.A. is the transfer agent
for the Common Stock and the Warrant Agent for the Warrants, whose address is
100 Broadway, Oklahoma City, Oklahoma 73102, and mailing address is Post Office
Box 25848, Oklahoma City, Oklahoma 73125.
SHAREHOLDER ACTION
Pursuant to the amended Certificate of Incorporation and the Bylaws of the
Company, with respect to any act or action required of or by the holders of
Common Stock of the Company, the affirmative vote of the holders of a majority
of the issued and outstanding shares of the Common Stock entitled to vote
thereon is sufficient to authorize, affirm, ratify or consent to such act or
actions, except as otherwise provided in its Bylaws or in the Certificate of
Incorporation or the Oklahoma General Corporation Act. The Certificate of
Incorporation of the Company requires the vote of the holders of two-thirds of
the issued and outstanding stock of the Company having voting power, voting as a
single class, to amend, repeal or adopt any provision inconsistent with the
provisions of the Certificate of Incorporation limiting director liability and
providing for staggered terms of directors and indemnity of officers, directors,
employees and agents of the Company.
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Pursuant to the Oklahoma General Corporation Act, shareholders may take
actions without the holding of a meeting by written consent or consents signed
by the holders of a sufficient number of shares to approve the transaction had
all of the outstanding shares of the capital stock of the Company entitled to
vote thereon been present at a meeting. The Company is required to provide
prompt notice of any corporate action taken without a meeting to those
shareholders who have not consented in writing to such corporate action. At any
time that the Company has 1,000 or more shareholders of record, pursuant to the
Oklahoma General Corporation Act, any act or action required of or by the
holders of the Company's capital stock entitled to vote thereon may only be
taken pursuant to unanimous affirmative written consent of the shareholders.
ANTI-TAKEOVER PROVISIONS
The Certificate of Incorporation and Bylaws of the Company, as amended, and
the Oklahoma General Corporation Act include a number of provisions which may
have the effect of encouraging persons considering unsolicited tender offers or
other unilateral takeover proposals to negotiate with the Board of Directors
rather than pursue non-negotiated takeover attempts. The Company believes that
the benefits of these provisions outweigh the potential disadvantages of
discouraging such proposals because, among other things, negotiation of such
proposals might result in an improvement of their terms. The description below
related to provisions of the Certificate of Incorporation and the Bylaws of the
Company is intended as a summary only and is qualified in its entirety by
reference to the Certificate of Incorporation and the Bylaws of the Company. See
"Item 2--Exhibits."
CERTIFICATE OF INCORPORATION AND BYLAWS
The Company's amended Certificate of Incorporation provides that the
provisions therein related to the staggered or classified Board of Directors,
the number of directors, removal of directors, and vacancies on the Board of
Directors may be amended, altered, changed or repealed only by the affirmative
vote of the holders of two-thirds of the issued and outstanding stock having
voting power, voting together as a single class. Furthermore, the amended
Certificate of Incorporation provides that the Bylaws may be adopted, amended,
altered, changed or repealed by the Board of Directors only by the affirmative
vote of the holders of at least two-thirds of the issued and outstanding capital
stock having voting power, voting together as a single class.
These provisions are intended to make it more difficult for shareholders to
circumvent certain other provisions contained in the Company's Certificate of
Incorporation and Bylaws, such as the provision that provides for the
classification of the Board of Directors. These provisions, however, also make
it more difficult for shareholders to amend the Certificate of Incorporation or
Bylaws as to certain matters without the approval of the Board of Directors,
even if a majority of shareholders deems such amendment to be in the best
interests of all shareholders.
CLASSIFIED BOARD OF DIRECTORS
The Certificate of Incorporation and Bylaws, as amended, of the Company
provide that the Board of Directors shall be comprised of three classes of
directors, each class constituting approximately one-third of the total number
of directors with each class serving staggered three-year terms. The
classification of the directors makes it more difficult for shareholders to
change the composition of the Board of Directors. The Company believes, however,
that the longer time required to elect a majority of a classified board of
directors will help ensure continuity and stability of the Company's management
and policies.
The classification provisions may also have the effect of discouraging a
third-party from accumulating large blocks of the Common Stock of the Company or
attempting to obtain control of the Company, even though such an attempt might
be beneficial to the Company and its shareholders. Accordingly, assuming
development of a market for the Common Stock following completion of this
offering, shareholders could be deprived of certain opportunities to sell their
shares of Common Stock at a higher market price than might otherwise be the
case.
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NUMBER OF DIRECTORS; REMOVAL; FILLING VACANCIES
The amended Certificate of Incorporation of the Company provides that the
number of directors shall be fixed by the Board of Directors, but shall not be
less than one nor more than fifteen. The Company's amended Bylaws provide that
the number of directors will be fixed by the Board of Directors within the
limits mention above. The Board of Directors has fixed the number of directors
at five. The amended Certificate of Incorporation provides that any vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by the affirmative vote of the directors in
office, though less than a quorum, or by the sole remaining director.
Furthermore, any reduction in the number of directors shall not have the effect
of removing any director prior to the expiration of such director's term.
The Bylaws also provide that directors may only be removed by the
shareholders for cause by the affirmative vote of the holders of not less than a
majority of the total voting power of all outstanding securities of the Company
then entitled to vote generally in the election of directors, voting together as
a single class.
PREFERRED STOCK
The Certificate of Incorporation of the Company authorizes the issuance of
Preferred Stock in classes, and the Board of Directors of the Company to set and
determine the voting rights, redemption rights, conversion rights and other
rights relating to each such class of Preferred Stock. In some circumstances,
the Preferred Stock could be issued and have the effect of preventing a merger,
tender offer or other takeover attempt which the Board of Directors opposes.
OKLAHOMA ANTI-TAKEOVER STATUTES
Upon completion of this offering, the Company will be subject to Section
1090.3 and Sections 1145 through 1155 of the Oklahoma General Corporation Act.
Subject to certain exceptions, Section 1090.3 of the Oklahoma General
Corporation Act prohibits a publicly-held Oklahoma corporation from engaging in
a "business combination" with an "interested shareholder" for a period of three
years after the date of the transaction in which such person became an
interested shareholder, unless the interested shareholder attained such status
with approval of the board of directors or the business combination is approved
in a prescribed manner, or certain other conditions are satisfied. A "business
combination" includes mergers, asset sales, and other transactions resulting in
a financial benefit to the interested shareholder. Subject to certain
exceptions, an "interested shareholder" is a person who, together with
affiliates and associates, owns, or within the past three years did own, 15
percent or more of the corporation's voting stock.
In general, Sections 1145 through 1155 of the Oklahoma General Corporation
Act provide that shares ("interested shares") of voting stock acquired (within
the meaning of a "control share acquisition") become nonvoting stock for a
period of three years following such control share acquisition, unless a
majority of the holders of non-interested shares approve a resolution
reinstating the interested shares with the same voting rights that such shares
had before such interested shares became control shares. Any person ("acquiring
person") who proposes to make a control share acquisition may, at the person's
election, and any acquiring person who has made a control share acquisition is
required to, deliver an acquiring person statement to the corporation disclosing
certain prescribed information regarding the acquisition. The corporation is
required to present to the next annual meeting of the shareholders the
reinstatement of voting rights with respect to the control shares that resulted
in the control share acquisition, unless the acquiring person requests a special
meeting of shareholders for such purpose and undertakes to pay the costs and
expenses of such special meeting. In the event voting rights of control shares
acquired in a control share acquisition are reinstated in full and the acquiring
person has acquired control shares with a majority or more of all voting power,
all shareholders of the corporation have dissenters' rights entitling them to
receive the fair value of their shares which will not be less than the highest
price paid per share by the acquiring person in the control share acquisition.
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A "control share acquisition" includes the acquisition by any person
(including persons acting as a group) of ownership of, or the power to direct
the exercise of voting power with respect to, control shares (generally shares
having more than 20 percent of all voting power in the election of directors of
a publicly held corporation), subject to certain exceptions including (i) an
acquisition pursuant to an agreement of merger, consolidation, or share
acquisition to which the corporation is a party and is effected in compliance
with certain Sections of the Oklahoma General Corporation Act, (ii) an
acquisition by a person of additional shares within the range of voting power
for which such person has received approval pursuant to a resolution by the
majority of the holders of non-interested shares, (iii) an increase in voting
power resulting from any action taken by the corporation, provided the person
whose voting power is thereby affected is not an affiliate of the corporation,
(iv) an acquisition pursuant to proxy solicitation under and in accordance with
the Securities Exchange Act of 1934, as amended, or the laws of Oklahoma, and
(v) an acquisition from any person whose previous acquisition of shares did not
constitute a control share acquisition, provided the acquisition does not result
in the acquiring person holding voting power within a higher range of voting
power than that of the person from whom the control shares were acquired.
The anti-takeover provisions of the Oklahoma General Corporation Act may
have the effect of discouraging a third party from acquiring large blocks of the
Common Stock of the Company within a short period or attempting to obtain
control of the Company, even though such an attempt might be beneficial to the
Company and its shareholders.
ITEM 2. EXHIBITS
1.1 Copy of certificate of Common Stock of Registrant is incorporated
by reference to Exhibit 4.1 of the Amendment No. 1 to the
Registration Statement on Form SB-2 (Registration No. 333-5038-D)
filed with the Central Regional Office of the Commission on August
26, 1996.
1.2 Copy of certificate of the Redeemable Common Stock Purchase
Warrants of Registrant is incorporated by reference to Exhibit 4.4
of the Amendment No. 1 to the Registration Statement on Form SB-2
(Registration No. 333-5038-D) filed with the Central Regional
Office of the Commission on August 26, 1996.
2.1 Certificate of Incorporation of Registrant is incorporated by
reference to Exhibit 3.1 of the Registration Statement on Form SB-
2 (Registration No. 333-5038-D) filed with the Central Regional
Officer of the Commission on June 13, 1996.
2.2 Bylaws of Registrant (as amended and restated) are incorporated by
reference to Exhibit 3.2 of the Registration Statement on Form SB-
2 (Registration No. 333-5038-D) filed with the Central Regional
Officer of the Commission on June 13, 1996.
2.3 The Warrant Agreement between the Registrant and Liberty Bank and
Trust Company of Oklahoma City, N.A. is incorporated by reference
to Exhibit 4.3 of the Amendment No. 1 to the Registration
Statement on Form SB-2 (Registration No. 333-5038-D) filed with
the Central Regional Office of the Commission on August 26, 1996.
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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, on this 12th day of
November, 1996.
APPLIED INTELLIGENCE GROUP, INC.
By: /S/ JOHN M. DUCK
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John M. Duck, Vice President &
Chief Financial Officer
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