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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
PRECIS SMART CARD SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1494382
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
11032 QUAIL CREEK ROAD, SUITE 108
OKLAHOMA CITY, OKLAHOMA 73120
(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 REGISTERED EACH CLASS TO BE REGISTERED
COMMON STOCK, $.01 PAR VALUE BOSTON STOCK EXCHANGE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Precis Smart Card Systems, Inc. is an Oklahoma corporation. Pursuant
to our Certificate of Incorporation, we are authorized to issue up to
10,000,000 shares of capital stock, consisting of 8,000,000 shares of common
stock, $.01 par value per share, and 2,000,000 shares of preferred stock, $.01
par value per share.
Registrant hereby registers pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended, its common stock, $.01 par value
per share. The following description of certain matters relating to our
common stock and preferred stock is a summary and is qualified in its entirety
by the provisions of our certificate of incorporation and bylaws, which have
been filed as exhibits to our Registration Statement on Form SB-2
(Registration No. 333-86643). See "Item 2--Exhibits."
COMMON STOCK
The rights, privileges, disabilities and restrictions in general of
the holders of our outstanding shares of the common stock are as follows:
- - the right to receive ratably dividends, if any, as may be declared from time
to time by the board of directors out of assets legally available therefor,
subject to the payment of preferential dividends with respect to our then
outstanding preferred stock;
- - the right to share ratably in all assets available for distribution to the
Common Stock shareholders after payment of our liabilities in the event of our
liquidation, dissolution and winding-up, subject to the prior distribution
rights of the holders of our then outstanding preferred stock;
- - the right to one vote per share on matters submitted to a vote by our common
stock shareholders;
- - no preferential or preemptive right and no subscription, redemption or
conversion privilege with respect to the issuance of additional shares of our
common stock; and
- - no cumulative voting rights, which means that the holders of a majority of
shares voting for the election of directors can elect all members of our board
of directors then subject to election.
In general, a majority vote of shares represented at a meeting of common stock
shareholders at which a quorum (a majority of the outstanding shares of common
stock) is present, is sufficient for all actions that require the vote or
concurrence of shareholders, subject to and possibly in connection with the
voting rights of the holders of our then outstanding preferred stock and
entitled to vote with the holders of our common stock. Upon issuance of the
common stock offered under the offering, all of the outstanding shares of our
common stock will be fully paid and non-assessable.
PREFERRED STOCK
Our authorized preferred stock may be issued from time to time in one
or more series. Our board of directors, without further approval of the
common stock shareholders, is authorized to fix the relative rights,
preferences, privileges and restrictions applicable to each series of our
preferred stock. We believe that having this a class of preferred stock
provides greater flexibility in financing, acquisitions and other corporate
activities. While there are no current plans, commitments or understandings,
written or oral, to issue any of our preferred stock, in the event of any
issuance, our common stock shareholders will not have any preemptive or
similar rights to acquire any of the preferred stock. Issuance of preferred
stock could adversely affect
- - the voting power of the holders of our then outstanding common stock,
- - the likelihood that the holders will receive dividend payments and payments
upon liquidation and
- - could have the effect of delaying or preventing a change in shareholder and
management control.
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TRANSFER AGENT AND REGISTRAR
UMB Bank, N.A. is the registrar and transfer agent of our common
stock. The mailing address of UMB Bank, N.A. is Security Trust Division, 28
Grand Boulevard, 13th Floor, Kansas City, Missouri 64106.
SHAREHOLDER ACTION
Under our bylaws, the affirmative vote of the holders of a majority
of our outstanding shares of the common stock entitled to vote thereon is
sufficient to authorize, affirm, ratify or consent to any act or action
required of or by the holders of the common stock, except as otherwise
provided by the Oklahoma General Corporation Act.
Under the Oklahoma General Corporation Act, our shareholders may take
actions without the holding of a meeting by written consent. The written
consent must be signed by the holders of a sufficient number of shares to
approve the act or action had all of our outstanding shares of capital stock
entitled to vote thereon been present at a meeting. In this event, we are
required to provide prompt notice of any corporate action taken without a
meeting to our shareholders who did not consent in writing to the act or
action. However, any time that we have 1,000 or more shareholders of record,
any act or action required of or by the holders of our capital stock entitled
to vote thereon may only be taken by unanimous affirmative written consent of
the shareholders or a shareholder meeting.
ANTI-TAKEOVER PROVISIONS
Our certificate of incorporation 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 our board of directors rather than pursue
non-negotiated takeover attempts. We believe that the benefits of these
provisions outweigh the potential disadvantages of discouraging the proposals
because, among other things, negotiation of the proposals might result in an
improvement of their terms. The description below related to provisions of
our certificate of incorporation is intended as a summary only and is
qualified in its entirety by reference to our certificate of incorporation.
PREFERRED STOCK. Our certificate of incorporation authorizes the
issuance of the preferred stock in classes. Our board of directors is
authorized to set and determine the voting rights, redemption rights,
conversion rights and other rights relating to the 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 our board
of directors opposes.
OKLAHOMA ANTI-TAKEOVER STATUTES. We are subject to Section 1090.3
and Sections 1145 through 1155 of the Oklahoma General Corporation Act.
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." This prohibition is for a three-year period
following the date of the transaction in which the person became an interested
shareholder. This prohibition does not apply to a transaction if the
interested shareholder attained this status with approval of our board of
directors or the business combination is approved by our shareholders. A
"business combination" includes mergers, asset sales, and other transactions
resulting in a financial benefit to the interested shareholder. An
"interested shareholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of our common
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 the three-year period following the control share
acquisition. This loss of voting rights does not apply if a majority of the
holders of non-interested shares approve a resolution reinstating the
interested shares with the same voting rights that the shares had before the
interested shares became control shares.
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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 us disclosing prescribed information regarding the acquisition.
We are 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. Alternatively, an acquiring person
may request a special meeting of shareholders for this purpose; however, the
acquiring person must undertake to pay the costs and expenses of the 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, you and the other
shareholders will have dissenters' rights entitling you and the other
shareholders to receive the fair value of the shares of the Common Stock held.
In this case, the fair value will not be less than the highest price paid per
share by the acquiring person in the control share acquisition.
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% of all voting power in the election of directors of a
publicly held corporation), subject to the following exceptions
- - an acquisition under an agreement of merger, consolidation, or share
acquisition to which we are a party and is effected in compliance with the
Oklahoma General Corporation Act,
- - an acquisition by a person of additional shares within the range of voting
power for which the person has received approval by the majority of the
holders of non-interested shares,
- - an increase in voting power resulting from any action taken by us, provided
the person whose voting power is thereby affected is not our affiliate,
- - an acquisition by proxy solicitation under and in accordance with the
Securities Exchange Act of 1934, as amended, or the laws of Oklahoma, and
- - 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 within a short period or attempting to obtain control of
us, even though the attempt might be beneficial to us and our shareholders.
Accordingly, you and our other shareholders could be deprived of the
opportunities to sell the shares of the common stock held at a higher market
price than might otherwise be the case.
ITEM 2. EXHIBITS
1.1 Copy of certificate of Common Stock of Registrant is incorporated
by reference to Exhibit 4.1 of the Registration Statement on Form
SB-2 (Registration No. 333-86643) filed with the Commission on
September 7, 1999.
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. 333-86643) filed with the Commission on
September 7, 1999.
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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. 333-86643) filed with the Commission on
September 7, 1999.
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 20th
day of January, 2000.
PRECIS SMART CARD SYSTEMS, INC.
By: /S/LARRY E. HOWELL
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Larry E. Howell, Chief Executive Officer
