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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
LASON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 38-3214743
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1305 Stephenson Highway, Troy, Michigan 48083
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(Address of principal executive offices) (Zip Code)
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(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Common Stock, $0.01 Par Value
The information included under the caption "Description of
Capital Stock" contained in the Amendment No. 3 to Registration Statement on
Form S-1 (File No. 333-09799) of Lason, Inc. filed with the Securities and
Exchange Commission on September 20, 1996 is hereby incorporated by reference.
In addition, the description of the Common Stock, par value $0.01 per share,
included under the caption "Description of Capital Stock" in any Prospectus
relating to such Registration Statement filed with the Commission pursuant to
any subsequent amendment of such Registration Statement or pursuant to Rule
424(b) under the Securities Act of 1933, as amended, shall be deemed to be
incorporated by reference herein.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
1.1 Form of Amended and Restated Certificate of Incorporation of
the Company, to be filed with the Secretary of State of the
State of Delaware prior to effectiveness of this Registration
Statement.
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SIGNATURES
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.
LASON, INC.
By: /s/ William J. Rauwerdink
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William J. Rauwerdink
Its: Executive Vice President and
Chief Financial Officer
Date: September 20, 1996
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
1.1 Form of Amended and Restated Certificate of Incorporation of
the Company, to be filed with the Secretary of State of the
State of Delaware prior to effectiveness of this Registration
Statement.
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EXHIBIT 1.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LASON, INC.
ARTICLE ONE
The name of the Corporation is Lason, Inc.
ARTICLE TWO
The address of the Corporation's registered office in the
State of Delaware is 32 Loockerman Square, Suite L-100, Dover, Delaware, County
of Kent. The name of its registered agent at such address is Corporation
Service Company. The registered office and/or registered agent of the
Corporation may be changed from time to time by action of the board of
directors.
ARTICLE THREE
The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware (the
"Delaware General Corporation Law") either alone or with others through wholly
or partially owned subsidiaries, as a partner (limited or general) in any
partnership, as a member in a limited liability company, as a joint venturer in
any joint venture, or otherwise.
ARTICLE FOUR
SECTION 1. The aggregate number of shares of stock which
the Corporation has authority to issue is 25,000,000, consisting of 5,000,000
shares of Series Preferred Stock, par value
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$.01 per share (the "Series Preferred Stock"), and 20,000,000 shares of Common
Stock, par value $.01 per share (the "Common Stock"). All of such shares shall
be issued as fully paid and non-assessable shares, and the holder thereof shall
not be liable for any further payments in respect thereof.
SECTION 2. The preferences, limitations, designations
and relative rights of the shares of each class and the qualifications,
limitations or restrictions thereof shall be as follows:
A. Series Preferred Stock.
1. Authorization; Series; Provisions.
(a) The Board of Directors of the Corporation is
authorized, subject to limitations prescribed by law and the provisions of this
Article Four, to provide for the issuance of shares of the Series Preferred
Stock in series, and by filing a certificate pursuant to the General
Corporation Law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series and to fix the
designations, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
(b) The Series Preferred Stock may be issued from time to
time in one or more series, the shares of each series to have such powers,
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, as are
stated and expressed herein or in a resolution or resolutions providing for the
issuance of such series, adopted by the Board of Directors as hereinafter
provided.
(c) Authority is hereby expressly granted to the Board of
Directors, subject to the provisions of this Section 2, to authorize the
issuance of one or more series of Series Preferred Stock, and with respect to
each such series to fix by resolution or resolutions providing for the issuance
of such series:
(i) the maximum number of shares to constitute such series and
the distinctive designation thereof;
(ii) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law, and, if so, the terms
of such voting rights;
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(iii) the dividend rate, if any, on the shares of such series,
the conditions and dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to the dividends payable
on any other class or classes or on any other series of capital stock, and
whether such dividends shall be cumulative or noncumulative;
(iv) whether the shares of such series shall be subject to
redemption by the Corporation and, if made subject to redemption, the times,
prices and other terms and conditions of such redemption;
(v) the rights of the holders of shares of such series upon
the liquidation, dissolution or winding up of the Corporation;
(vi) whether or not the shares of such series shall be subject
to the operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such series for retirement or to other
corporate purposes and the terms and provisions relative to the operation
thereof;
(vii) whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of stock of any other class or
classes, or of any other series of the same class, and if so convertible or
exchangeable, the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same;
(viii) the limitations and restrictions, if any, to be
effective while any shares of such series are outstanding upon the payment of
dividends or making of other distributions on, and upon the purchase,
redemption or other acquisition by the Corporation of, Common Stock or any
other class or classes of stock of the Corporation ranking junior to the shares
of such series either as to dividends or upon liquidation;
(ix) the conditions or restrictions, if any, upon the creation
of indebtedness of the Corporation or upon the issue of any additional stock
(including additional shares of such series or of any other series or of any
other class) ranking on a parity with or prior to the shares of such series as
to dividends or distribution of assets on liquidation, dissolution or winding
up; and
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(x) any other preference and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof as shall not be inconsistent with this Section 2.
2. Series Identical; Rank. All shares of any one series of
Series Preferred Stock shall be identical with each other in all respects,
except that shares of any one series issued at different times may differ as to
the dates from which dividends, if any, thereon shall be cumulative; and all
series shall rank equally and be identical in all respects, except as permitted
by the foregoing provisions of paragraph 1(c) hereof; and all shares of Series
Preferred Stock shall rank senior to the Common Stock both as to dividends and
upon liquidation.
3. Liquidation. In the event of any liquidation,
dissolution or winding up of the Corporation, before any payment or
distribution of the assets of the Corporation (whether capital or surplus)
shall be made to or set apart for the holders of any class or classes of stock
of the Corporation ranking junior to the Series Preferred Stock upon
liquidation, the holders of the shares of the Series Preferred Stock shall be
entitled to receive payment at the rate fixed herein or in the resolution or
resolutions adopted by the Board of Directors providing for the issue of such
series, plus (if dividends on shares of such series of Series Preferred Stock
shall be cumulative) an amount equal to all dividends (whether or not earned or
declared) accumulated to the date of final distribution to such holders; but
they shall be entitled to no further payment. If, upon any liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation or
proceeds thereof, distributable among the holders of the shares of the Series
Preferred Stock shall be insufficient to pay in full the preferential amount
aforesaid, then such assets, or the proceeds thereof, shall be distributed
among such holders ratably in accordance with the respective amounts which
would be payable on such shares if all amounts payable thereon were paid in
full.
4. Voting Rights. Except as shall be otherwise stated
and expressed herein or in the resolution or resolutions of the Board of
Directors providing for the issue of any series and except as otherwise
required by the laws of the State of Delaware, the holders of shares of Series
Preferred Stock shall have, with respect to such shares, no right or power to
vote on any question
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or in any proceeding or to be represented at, or to receive notice of, any
meeting of stockholders.
5. Reacquired Shares. Shares of any Series Preferred
Stock which shall be issued and thereafter acquired by the Corporation through
purchase, redemption, exchange, conversion or otherwise shall return to the
status of authorized but unissued Series Preferred Stock unless otherwise
provided in the resolution or resolutions of the Board of Directors.
6. Increase/Decrease in Authorized Shares of a Series.
Unless otherwise provided in the resolution or resolutions of the Board of
Directors providing for the issuance thereof, the number of authorized shares
of stock of any such series may be increased or decreased (but not below the
number of shares thereof outstanding) by resolution or resolutions of the Board
of Directors. In case the number of shares of any such series of Series
Preferred Stock shall be decreased, the shares representing such decrease
shall, unless otherwise provided in the resolution or resolutions of the Board
of Directors providing for the issuance thereof, resume the status of
authorized but unissued Series Preferred Stock, undesignated as to series.
B. Common Stock.
Except as shall otherwise be stated herein or as otherwise
required by applicable law, all shares of Common Stock shall be identical in
all respects and shall entitle the holders thereof to the same rights and
privileges, subject to the same qualifications, limitations and restrictions.
1. Voting Rights. Except as otherwise provided in this
Section 2B of Article Four or as otherwise required by applicable law, holders
of Common Stock shall be entitled to one vote per share on all matters to be
voted on by the stockholders of the Corporation.
2. Dividends. Subject to the rights of each series of
the Series Preferred Stock, dividends may be declared and paid or set apart for
payment upon the Common Stock out of any assets or funds of the Corporation
legally available for the payment of dividends, and all holders of Common Stock
shall be entitled to participate in such dividends ratably on a per share
basis.
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3. Liquidation. Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, and after the
holders of the Series Preferred Stock of each series shall have been paid in
full the amounts to which they respectively shall be entitled in accordance
with Section 2A of Article Four, the terms of any outstanding Series Preferred
Stock and applicable law, or an amount sufficient to pay the aggregate amount
to which the holders of the Series Preferred Stock of each series shall be
entitled shall have been deposited with a bank or trust company having capital,
surplus and undivided profits of at least Twenty-Five Million Dollars
($25,000,000) as a trust fund for the benefit of the holders of such Series
Preferred Stock, the remaining net assets of the Corporation shall be
distributed pro rata to the holders of the Common Stock, to the exclusion of
the holders of such Series Preferred Stock.
C. General Provisions
1. Nonliquidating Events. A consolidation or merger of
the Corporation with or into another corporation or corporations or a sale,
whether for cash, shares of stock, securities or properties, or any combination
thereof, of all or substantially all of the assets of the Corporation shall not
be deemed or construed to be a liquidation, dissolution or winding up of the
Corporation within the meaning of this Article Four.
2. No Preemptive Rights. No holder of Series
Preferred Stock or Common Stock of the Corporation shall be entitled, as such,
as a matter of right, to subscribe for or purchase any part of any new or
additional issue of stock of any class or series whatsoever or of securities
convertible into stock of any class whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration, or by way of
dividend.
ARTICLE FIVE
The Corporation is to have perpetual existence.
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ARTICLE SIX
The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors, and the directors need not
be elected by ballot unless required by the By-laws of the Corporation. In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors of the Corporation is expressly authorized to make, alter, amend,
change, add to or repeal the By-laws of the Corporation.
ARTICLE SEVEN
Meetings of stockholders may be held within or without the
State of Delaware, as the By-laws of the Corporation may provide. The books of
the Corporation may be kept outside the State of Delaware at such place or
places as may be designated from time to time by the Board of Directors or in
the By-laws of the Corporation. The Board of Directors shall from time to time
decide whether and to what extent and at what times and under what conditions
and requirements the accounts and books of the Corporation, or any of them,
except the stock book, shall be open to the inspection of the stockholders,
and no stockholder shall have any right to inspect any books or documents of
the Corporation except as conferred by the laws of the State of Delaware or as
authorized by the Board of Directors.
ARTICLE EIGHT
Subject to the rights of the holders of any series of Series
Preferred Stock, from and after the date on which the Common Stock of the
Corporation is registered pursuant to the Securities Exchange Act of 1934, as
amended, (A) any action required or permitted to be taken by the stockholders
of the Corporation must be effected at an annual or special meeting of
stockholders of the Corporation and may not be effected in lieu thereof by any
consent in writing by such stockholders, and (B) special meetings of
stockholders of the Corporation may be called only by the chairman of the
board, the chief executive officer, the president or the Board of Directors
pursuant to a resolution adopted by the affirmative vote of at least two
members then in office.
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ARTICLE NINE
(a) The number of directors which shall constitute the whole
board shall be such as from time to time shall be fixed by the Board of
Directors in the manner as provided in the By-laws, except that such number
shall not be less than one (1) nor more than fifteen (15), the exact number to
be determined by resolution adopted by affirmative vote of a majority of the
Board of Directors. The directors of the Corporation shall be divided into
three classes: Class I, Class II and Class III. Membership in such classes
shall be as nearly equal in number as possible. The term of office of the
initial Class I directors shall expire at the annual election of directors by
the stockholders of the Corporation in 1997, the term of office of the initial
Class II directors shall expire at the annual election of directors by the
stockholders of the Corporation in 1998, and the term of office of the initial
Class III directors shall expire at the annual election of directors by the
stockholders of the Corporation in 1999, or thereafter when their respective
successors in each case are elected by the stockholders and qualified, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office for cause. At each succeeding annual election of directors by the
stockholders of the Corporation beginning in 1997, the directors chosen to
succeed those whose terms then expire shall be identified as being of the same
class as the directors they succeed and shall be elected for a term expiring at
the third succeeding annual election of directors by the stockholders of the
Corporation, or thereafter when their respective successors in each case are
elected by the stockholders and qualified. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director.
Vacancies and newly created directorships resulting from any
increase in the number of directors may be filled only by the affirmative vote
of the majority of the Board of Directors then in
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office, although less than quorum, or by a sole remaining director. Any
director elected to fill a vacancy not resulting from an increase in the number
of directors shall have the same remaining term as that of his predecessor.
Notwithstanding the foregoing, whenever the holders of any one
or more classes or series of Series Preferred Stock issued by the Corporation
shall have the right, voting separately by class or series, to elect directors
at an annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the terms of this Amended and Restated Certificate of Incorporation
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this Section (a) of Article Nine unless expressly provided
by such terms.
Subject to the rights of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, no director may be removed from office
without cause.
(b) Except to the extent prohibited by law, the Board of
Directors shall have the right (which, to the extent exercised, shall be
exclusive) to establish the rights, powers, duties, rules and procedures that
from time to time shall govern the Board of Directors and each of its members,
including without limitation the vote required for any action by the Board of
Directors, and that from time to time shall affect the directors' power to
manage the business and affairs of the Corporation; and no by-law shall be
adopted by stockholders which shall impair or impede the implementation of the
foregoing.
ARTICLE TEN
Article Eight, Article Nine and this Article Ten of this
Restated Certificate of Incorporation and Sections 2 and 11 of Article II,
Sections 2, 3, 4 and 5 of Article III and Article V of the By-laws of the
Corporation shall not be altered, amended or repealed by, and no provision
inconsistent therewith shall be adopted by, the stockholders without the
affirmative vote of the holders of at least 80% of the Common Stock, voting
together as a single class.
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ARTICLE ELEVEN
(a) To the fullest extent permitted by the Delaware General
Corporation Law as it now exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), no director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages arising from a breach of fiduciary duty
owed to the Corporation or its stockholders.
(b) Any repeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE TWELVE
The Corporation expressly elects to be governed by Section 203
of the Delaware General Corporation Law.
ARTICLE THIRTEEN
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation in the manner now or hereafter prescribed herein and by the laws
of the State of Delaware, and all rights conferred upon stockholders herein are
granted subject to this reservation.
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