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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIREARMS TRAINING SYSTEMS, INC.
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(Exact name of Registrant as Specified in Its Charter)
DELAWARE 57-0777018
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
7340 McGINNIS FERRY ROAD
SUWANEE, GA 30174
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check the of a concurrent registration
following box. [_] 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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Class A Common Stock, $0.000006
par value per share The Nasdaq Stock Market
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Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of Class)
Not Applicable
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital stock of Firearms Training Systems, Inc. (the
"Company") consists of 68,060,000 shares of Class A Common Stock, par value
$0.000006 per share ("Common Stock"), 2,200,000 shares of Class B Non-Voting
Common Stock, par value $0.000006 per share ("Class B Common Stock"), and
200,000 shares of preferred stock, par value $0.10 per share ("Preferred
Stock"). Up to 6,000,000 shares of Common Stock will be issued pursuant to the
offering. Upon completion of the offering, 20,402,404 shares of Common Stock
will be issued and outstanding, no shares of Class B Common Stock will be issued
and outstanding, and no shares of Preferred Stock will be issued and
outstanding. The following summary of certain provisions of the Company's
capital stock describes the material provisions, but does not purport to be
complete and is subject to, and qualified in its entirety by, the Certificate of
Incorporation and the By-laws of the Company that are included as exhibits to
the Company's Registration Statement on Form S-1 ("Registration Statement")
filed on September 30, 1996 pursuant to the Securities Act of 1933, as amended
("Securities Act"), and by the provisions of applicable law.
Common Stock and Class B Common Stock
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Holders of shares of Common Stock are entitled to vote on all matters on
which shareholders generally are entitled to vote, with each share of Common
Stock entitled to one vote. Holders of Common Stock are not entitled to
cumulate votes in the election of Directors. Holders of shares of Class B Common
Stock are not entitled to vote in any matter submitted to a vote of
stockholders, except as may be explicitly required by statute in particular
situations. Each share of Class B Common Stock is convertible at any time for
no additional consideration, at the option of its holder and upon notice to the
Company of such election, into one share of Common Stock. Holders of Common
Stock or Class B Common Stock are not entitled to preemptive rights.
Holders of shares of Common Stock and Class B Common Stock are entitled to
receive ratably such dividends as may be declared by the Board of Directors out
of funds legally available for such purpose, subject to the rights of the
holders of any Preferred Stock that may be outstanding. No dividends may be
declared or paid in cash or property on any share of any class of common stock,
unless simultaneously the same dividend is declared or paid on the other class
of common stock.
The Company does not anticipate paying any dividends on the Common Stock in
the foreseeable future. The Company's indebtedness will require that a portion
of its cash flow from operations be dedicated to the payment of interest on and
principal of its indebtedness. In addition, the NationsBank Credit Agreement,
pursuant to which the Company borrowed $76.0 million in connection with its
recapitalization on July 31, 1996, specifically prohibits the payment of any
dividends with respect to the Common Stock. Finally, the Company currently
intends to retain all available funds to finance the operation and expansion of
its business.
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Upon liquidation, dissolution or winding-up of the Company, the holders of
Common Stock and Class B Common Stock are entitled to share ratably in all
assets available for distribution after payment in full of liabilities and
preferences applicable to the holders of any then outstanding Preferred Stock.
There are no redemption or sinking fund provisions applicable to the Common
Stock or Class B Common Stock. All outstanding shares of Common Stock are, and
all shares of Common Stock to be outstanding upon completion of the offering
will be, fully paid and nonassessable. The rights, preferences and privileges
of holders of Common Stock and Class B Common Stock are subject to the terms of
any series of Preferred Stock that the Company may issue in the future.
Preferred Stock
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The Company has 200,000 authorized shares of Preferred Stock, 10,000 shares
of which have been designated Senior Preferred Stock and 5,000 shares of which
have been designated Junior Preferred Stock. As of November 1, 1996, no shares
of Senior Preferred Stock and no shares of Junior Preferred Stock had been
issued and no other shares of Preferred Stock were outstanding. Immediately
following the consummation of the offering and the application of the net
proceeds therefrom, the Company intends, by resolution of the Board of
Directors, to eliminate the designation of the Senior Preferred Stock and Junior
Preferred Stock.
The Board has the authority without any further action by the Company's
shareholders to issue any or all of the authorized shares of Preferred Stock in
one or more series and to establish the voting powers and the designations,
preferences and relative, participating, optional or other special rights, and
qualifications or restrictions thereof, including dividend rights, conversion
rights, terms of redemption, liquidation preferences, sinking fund terms and the
number of shares constituting any series, as are stated in the resolution
adopted by the Board providing for the establishment of such series and as are
permitted by the Delaware General Corporation Law. The issuance of Preferred
Stock pursuant to this authority could adversely affect the holders of Common
Stock and Class B Common Stock and could have the effect of delaying, deferring
or preventing a change in control of the Company. The Company has no present
plans to issue any shares of Preferred Stock.
Material Provisions of the Certificate of Incorporation and By-laws and
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Statutory Provisions
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The Certificate of Incorporation, as amended, and By-laws contain certain
provisions that could make more difficult the acquisition of the Company by
means of a tender offer, a proxy contest or otherwise.
Effective upon completion of the offering, the Board will be classified
into three classes, each of which, after a transitional arrangement, will serve
for three years, with one class being elected each year. The number of
directors may be increased or decreased from time to time by the Board of
Directors or the shareholders of the Company in such manner as may be prescribed
in the By-laws. The structure of the Board of Directors could render more
difficult an attempt to
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obtain control of the Company by means of a tender offer, merger, proxy contest
or otherwise.
The By-laws provide that any vacancy on the Board shall be filled only by
the remaining directors then in office, even if the remaining Directors
constitute less than a quorum, and that directors so appointed will serve for
the remainder of the term of the class in which the vacancy occurred rather than
until the next annual meeting of stockholders.
The By-laws provide that shareholders seeking to bring business before or
to nominate directors at any annual meeting of shareholders must provide timely
notice thereof in writing. To be timely, a shareholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Company not less than 60 days nor more than 90 days prior to such meeting or, if
less than 70 days' notice was given for the meeting, within ten days following
the date on which such notice was given. The Bylaws also will specify certain
requirements for a shareholder's notice to be in proper written form. These
provisions will restrict the ability of shareholders to bring matters before the
shareholders or to make nominations for directors at meetings of shareholders.
Delaware Law provides that a corporation may limit the liability of each
director to the corporation or its shareholders for monetary damages except for
liability: (i) for any breach of the director's duty of loyalty to the
corporation or its shareholders; (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases; and (iv) for any transaction from which the director derives an
improper personal benefit. The Company's Certificate of Incorporation provides
that no director of the Company shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duties as a director
except in the circumstances specified in the foregoing clauses (i), (ii), (iii)
and (iv). The effect of these provisions is to eliminate the rights of the
Company and its shareholders (through shareholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for certain
breaches of fiduciary duty as a director (including breaches resulting from
grossly negligent conduct). This provision in the Certificate of Incorporation
does not exonerate the directors from liability under federal securities laws
nor does it limit the availability of non-monetary relief in any action or
proceeding against a director. In addition, the Certificate of Incorporation
provides that the Company shall, to the fullest extent permitted by Delaware
Law, indemnify its officers and directors against liabilities, costs and
expenses as provided by Delaware Law. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or others pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission
("Commission"), such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
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Shares Eligible For Future Sale
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Upon the completion of the offering there will be 20,402,404 shares of
Common Stock and no shares of Class B Common Stock outstanding. Of these
shares, the 6,000,000 shares of Common Stock sold in the offering plus any
additional shares sold upon exercise of the underwriters' (represented by
Montgomery Securities, Lazard Freres & Co. LLC and The Robinson-Humphrey
Company, Inc., collectively, the "Underwriters") over-allotment option will be
freely tradeable in the public market without restriction or further
registration under the Securities Act (unless held by an "affiliate" of the
Company as that term is defined in the Securities Act), in which case such
shares will be subject to the resale limitations of Rule 144 of the Securities
Act ("Rule 144"). All the remaining outstanding shares of Common Stock will be
"restricted securities" under the Securities Act and may not be sold unless they
are registered or unless an exemption from registration, such as the exemptions
provided by Rule 144, is available. Certain of the affiliates of the Company are
entitled to certain registration rights as described below.
In general, under Rule 144 as currently in effect, an affiliate of the
Company, or a person (or persons whose shares are aggregated) who has
beneficially owned "restricted securities" for at least two years, is entitled
to sell within any three-month period a number of shares that does not exceed
the greater of: (i) one percent of the outstanding Common Stock or (ii) the
average weekly trading volume in the Common Stock reported through the Nasdaq
National Market of The Nasdaq Stock Market (or exchange on which the Common
Stock is traded) during the four calendar weeks preceding the date on which
notice of such sale is filed with the Commission pursuant to Rule 144. Sales
under Rule 144 are also subject to certain provisions regarding the manner of
sale, notice requirements and the availability of current public information
about the Company. A person (or persons whose shares are aggregated) who is not
an affiliate of the Company for at least 90 days prior to a proposed transaction
and who has beneficially owned restricted securities for at least three years is
entitled to sell such shares under Rule 144(k) without regard to the limitations
described above. THIN International N.V. ("THIN International") has held its
shares of Common Stock for more than three years and the Company believes that,
following the termination of the 180-day holdback period referred to below,
THIN International may be eligible to sell such shares pursuant to Rule 144(k).
A group of entities managed by Centre Partners Management LLC (the "Centre
Entities"), THIN International and the Company's officers and directors who are
also shareholders of the Company and who, immediately following the offering
collectively will beneficially own an aggregate of 14,402,404 shares of Common
Stock, as well as the Company, have agreed not to offer, sell or otherwise
dispose of any of their shares of Common Stock for a period of 180 days without
the prior written consent of Montgomery Securities.
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Registration Rights
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The Company has granted certain registration rights to the Centre Entities,
THIN International and their respective permitted assignees, with respect to
shares of Common Stock held by such entities.
In connection with the July 31, 1996 recapitalization transaction (the
"Recapitalization"), the Company, THIN International and the Centre Entities
entered into the THIN Registration Rights Agreement, pursuant to which THIN
International was granted certain demand registration rights exercisable on no
more than two occasions as well as certain "piggyback" registration rights with
respect to their Common Stock. The demand registration rights become
exercisable on July 31, 2001. In the THIN Registration Rights Agreement, THIN
International has agreed not to effect any public sale or distribution of any of
its shares of Common Stock during the 15-day period prior to, and during the 90-
day period (or the 180-day period, if so requested in good faith by the
Underwriters) beginning on, the date any registration statement filed by the
Company is declared effective other than pursuant to such registration
statement. In connection with the offering, the Underwriters have requested,
and THIN International has agreed, that THIN International not effect any such
distribution (except in connection with the offering) for 180 days from the date
of the Company's prospectus.
In the Centre Registration Rights Agreement, the Centre Entities were
granted certain demand registration rights exercisable on no more than ten
occasions as well as certain "piggyback" registration rights. The Centre
Entities have agreed not to effect any public sale or distribution of any of
their shares of Common Stock during the 15-day period prior to, and during the
90-day period (or the 180-day period, if so requested in good faith by the
Company's Underwriters) beginning on, the date any registration statement filed
by the Company is declared effective other than pursuant to such registration
statement. In connection with the offering, the Centre Entities have agreed not
to effect any such distribution for 180 days from the date of the prospectus.
ITEM 2. EXHIBITS
The exhibits filed with The Nasdaq Stock Market as part of this
Registration Statement are:
1. Registration Statement on Form S-1, Registration No. 333-13105, filed
with the Commission on September 30, 1996, as amended by Amendment No.
1, filed with the Commission on November 5, 1996, and Amendment No. 2,
filed with the Commission on November 18, 1996.
2. Certificate of Incorporation of the Company, dated May 4, 1984.
3. Certificate of Amendment of Certificate of Incorporation of the
Company, dated
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July 30, 1996.
4. Certificate of Amendment of Certificate of Incorporation of the Company
dated October 31, 1996.
5. By-laws of the Company.
6. Specimen Common Stock Certificate.
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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.
FIREARMS TRAINING SYSTEMS, INC.
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(Registrant)
DATE: November 20, 1996 By: /s/ Peter A. Marino
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Peter A. Marino
President and Chief Executive Officer
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