SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-2327-381
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1810 N.E. 144TH STREET
NORTH MIAMI, FLORIDA 33181
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(Address of principal executive offices) (Zip Code)
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<S> <C>
If this Form relates to the registration If this Form relates to the registration
of a class of debt securities and is of a class of debt securities and is to
effective upon filing pursuant to General become effective simultaneously with the
Instruction A(c)(1) please check the effectiveness 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. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
NAME OF EXCHANGE ON WHICH EACH
TITLE OF EACH CLASS TO BE SO REGISTERED CLASS IS TO BE REGISTERED
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock registered hereunder by Advanced
Electronic Support Products, Inc., a Florida corporation (the "Registrant"), is
incorporated by reference to "Description of Capital Stock-Common Stock" in
the Registrant's Registration Statement on Form SB-2 (Registration No.
333-15967) as filed with the Securities and Exchange Commission (the
"Commission") on November 12, 1996 and any amendments to such Registration
Statement filed subsequently thereto, including any form of Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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1 Amended and Restated Articles of Incorporation of the
Registrant
2 By-laws of the Registrant (incorporated by reference to the
Registrant's Registration Statement on Form SB-2 filed on
November 12, 1996 -- File No. 333-15967)
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.
ADVANCED ELECTRONIC SUPPORT PRODUCTS,
INC.
By: /s/ SLAV STEIN
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Slav Stein, President
Date: December 13, 1996
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EXHIBIT 1
Amended and Restated Articles of Incorporation
EXHIBIT 1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC.
The Articles of Incorporation of Advanced Electronic Support Products,
Inc. (the "Corporation"), originally filed with the Secretary of State of
Florida on September 8, 1983 are hereby amended and restated in their entirety
as follows:
ARTICLE I - NAME
The name of the Corporation shall be:
ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC.
ARTICLE II - DURATION
The Corporation is to exist perpetually.
ARTICLE III - PURPOSE
The purpose for which the corporation is formed and the principal
objects of business to be carried on by it are as follows:
(a) To design, manufacture, assemble, market, and distribute products
used in connection with computers, audiovisual devices, and other electronic
devices.
(b) To engage in and carry on the business of manufacturing and
producing, buying, selling or otherwise dealing in or with goods, wares and
merchandise of every kind and description and to acquire, own, use, sell and
convey, mortgage or otherwise encumber any real estate or personal property in
whole or in part and in any manner whatsoever to acquire, own, dispose of
franchises, licenses, options or rights in any real estate or personal property
or other property interests.
(c) To conduct and engage in any business, occupation or enterprise and
to exercise any power or authority which may be done by a private corporation
organized and existing under any by virtue of Chapter 607 of the Florida
Business Corporation Act, it being the intention that the Corporation may
conduct and transact any business lawfully authorized and not prohibited by said
Chapter 607, Florida Business Corporation Act.
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ARTICLE IV - CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall
have the authority to issue is 21,000,000 of which (i) 20,000,000 shares shall
be Common Stock, par value $0.001 per share (the "Common Stock"), and (ii)
1,000,000 shares shall be Preferred Stock, par value $0.001 per share (the
"Preferred Stock").
The number of authorized shares of the class of Preferred Stock may be
increased or decreased (but not below the number of shares outstanding) by the
affirmative vote of the holders of a majority of the Common Stock, without a
vote of the holders of the Preferred Stock, pursuant to the resolution or
resolutions establishing the class of Preferred Stock or these Articles of
Incorporation, as it may be amended from time to time.
The designations, powers, preferences and rights of, and the
qualifications, limitations and restrictions upon, each class of series of stock
shall be determined in accordance with, or as set forth below.
A. COMMON STOCK
SECTION 1. GENERAL. Except as otherwise expressly provided herein, all
shares of Common Stock shall be identical and shall entitle the holders thereof
to the same rights and privileges.
SECTION 2. VOTING. Each holder of record of Common Stock shall be
entitled to one non-cumulative vote for each share of Common Stock standing in
his or her name on the books of the Corporation.
SECTION 3. DIVIDENDS. Subject to applicable law, the holders of Common
Shares shall be entitled to receive dividends out of funds legally available
therefor at such times and in such amounts as the Board of Directors of the
Corporation may determine in its sole discretion, with each share of Common
Stock sharing equally, share for share, in such dividends.
SECTION 4. LIQUIDATION. Upon any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary (a "Liquidation Event")
after the payment or provision for payment of all debts and liabilities of the
Corporation and all preferential amounts to which the holders of Preferred Stock
are entitled with respect to the distribution of assets in liquidation, the
holders of Common Stock shall be entitled to share ratably in the remaining
assets of the Corporation available for distribution.
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B. PREFERRED STOCK
Subject to any limitations prescribed by law, the Board of Directors of
the Corporation or any authorized committee thereof is expressly authorized to
provide for the issuance of the shares of Preferred Stock in one or more series
of such stock, and by filing a certificate pursuant to applicable law of the
State of Florida, to establish or change from time to time the number of shares
to be included in each such series, and to fix the designations, powers,
preferences and the relative, participating, optional or other special rights of
the shares of each series and any qualifications, limitations and restrictions
thereof. Any action by the Board of Directors or any authorized committee
thereof under this Article IV to fix the designations, powers, preferences and
the relative, participating, optional or other special rights of the shares of a
series of Preferred Stock and any qualifications, limitations and restrictions
thereof shall require the affirmative vote of a majority of the Directors then
in office or a majority of the members of such committee. The Board of Directors
or any authorized committee thereof shall have the right to determine or fix one
or more of the following with respect to each series of Preferred Stock to the
extent permitted by law:
(a) The distinctive serial designation and the number of shares
constituting such series;
(b) The dividend rates of the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and, if so, from
which date or dates, the payment date or dates for dividends, and the
participating and other rights, if any, with respect to dividends;
(c) The voting powers, full or limited, if any, of the shares of such
series;
(d) Whether the shares of such series shall be redeemable and, if so,
the price or prices at which, and the terms and conditions on which, such shares
may be redeemed;
(e) The amount or amounts payable upon the shares of such series and
any preferences applicable thereto in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;
(f) Whether the shares of such series shall be entitled to the benefit
of a sinking or retirement fund to be applied to the purchase or redemption of
such shares, and if so entitled, the amount of such fund and the manner of its
application, including the price or prices at which such shares may be redeemed
or purchased through the application of such fund;
(g) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same or any other class or classes of stock of the Corporation and, if so
convertible or exchangeable, the conversion price or prices, or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or exchange may be made, and any other terms and conditions of such conversion
or exchange;
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(h) The price or other consideration for which the shares of such
series shall be issued;
(i) Whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of Preferred Stock (or
series thereof) and whether such shares may be reissued as shares of the same or
any other class or series of stock; and
(j) Such other powers, preferences, rights, qualifications, limitations
and restrictions thereof as the Board of Directors or any authorized committee
thereof may deem advisable.
ARTICLE V - ADDRESS
The principal place of business of the Corporation shall be at 1810
N.E. 144th Street, North Miami, Florida, 33181 or at such other place as may be
designated by the Board of Directors from time to time. The Corporation shall
have full power and authority to transact business and to establish offices or
agencies at such places as may be in the best interest of the Corporation.
ARTICLE VI -DIRECTORS
The business of the Corporation shall be conducted by a Board of
Directors consisting of not less than one (1) nor more than nineteen (19)
members, the exact number to be determined from time to time in the By-laws of
the Corporation.
ARTICLE VII - INDEMNIFICATION
The Corporation shall indemnify the directors, officers, employees or
agents of the Corporation exercising powers and duties in such capacities, to
the full extent now or hereafter permitted by law, and as further set forth in
the By-laws of the Corporation.
[The remainder of the this page is left blank intentionally.]
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The above Amended and Restated Articles of Incorporation were adopted
and approved by all of the directors and all of the shareholders of the
Corporation with the number of votes cast for the amendments by the shareholders
being sufficient for approval of such amendments on December 10, 1996.
IN WITNESS WHEREOF, the undersigned have executed these Amended and
Restated Articles of Incorporation on behalf of the Corporation this 10th day of
December, 1996.
/s/ SLAV STEIN
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Slav Stein
President
/s/ ROMAN BRISKIN
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Roman Briskin
Secretary
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