<PAGE> 1
UNITED STATES
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
Complete Business Solutions, Inc.
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 38-2606945
------------------------ --------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
32605 West Twelve Mile Road
Suite 250
Farmington Hills, Michigan 48334
- ------------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
------------------------------------------------
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(g) of the Act:
Common Stock, No Par Value
--------------------------
(Title of Class)
N/A
--------------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
- ------ -------------------------------------------------------
The information in Registrant's preliminary prospectus filed
with the Commission on December 20, 1996, as part of the Registrant's Form S-1
Registration Statement under the Securities Act of 1933, Registration Number
333-18413, and all amendments thereto, ("Registrant's Form S-1"), contained
under "Description of Capital Stock" (pages 38 through 39), is incorporated by
reference in response to this item. A copy of the relevant portion of said
information is attached hereto as Exhibit 1.
Item 2. Exhibits
- ------ --------
Exhibit No. Description
---------- -----------
1 Pages 38-39 from the Registrant's Form S-1.
2 Registrant hereby incorporates by reference the Restated
Articles of Incorporation of the Registrant, as amended, filed
as Exhibit 3.1 to the Registrants Form S-1.
3 Registrant hereby incorporates by reference the Bylaws of the
Registrant, filed as Exhibit 3.2 to the Registrant's Form S-1.
4 Registrant hereby incorporates by reference the Specimen of
Registrant's Stock Certificate, filed as Exhibit 4.2 to the
Registrant's Form S-1.
===============================================================================
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, thereunto duly
authorized.
Dated: February 14, 1997
Complete Business Solutions, Inc.
By: /s/ Rajendra S. Vattikutti
--------------------------------------------
Name: Rajendra S. Vattikutti
Title: President and Chief Executive Officer
-2-
<PAGE> 1
EXHIBIT 99.1
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of February 4, 1997, and as adjusted
to reflect the sale of the shares offered hereby, by: (i) each person known by
the Company to own beneficially more than 5% of the outstanding shares of Common
Stock; (ii) each director of the Company; (iii) each of the Named Executive
Officers; and (iv) by all executive officers and directors as a group. Except as
noted, all persons listed below have sole voting and investment power with
respect to their shares of Common Stock, subject to community property laws
where applicable.
<TABLE>
<CAPTION>
BENEFICIAL BENEFICIAL
OWNERSHIP OWNERSHIP
PRIOR TO OFFERING NUMBER AFTER OFFERING(1)
-------------------- OF SHARES --------------------
NUMBER OF BEING NUMBER OF
NAME SHARES PERCENT OFFERED SHARES PERCENT
<S> <C> <C> <C> <C> <C>
Rajendra B. Vattikuti(2)....................... 5,942,275 92.2% 400,000 5,542,275 55.4%
JF Electra (Mauritius) Limited(3).............. 552,632 7.9% 200,000 352,632 3.5%
Timothy S. Manney.............................. 267,402 4.1% 60,000 207,402 2.1%
Douglas S. Land(4)............................. 223,430 3.5% 40,000 183,430 1.8%
Daniel S. Rankin(5)............................ 74,279 1.1% -- 74,279 *
Frank D. Stella(6)............................. 4,952 * -- 4,952 *
Nanjappa S. Venugopal.......................... -- -- -- -- --
Roy Ely........................................ -- -- -- -- --
Jennifer Grey.................................. -- -- -- -- --
All directors and executive officers as a group
(8 persons).................................. 6,512,338 99.8% 500,000 6,012,338 59.7%
</TABLE>
- -------------------------
* Less than 1%.
(1) Assumes no exercise of the Underwriters' over-allotment option to purchase
up to an aggregate of 555,000 shares of Common Stock from the following
Selling Shareholders: Rajendra Vattikuti - 435,000; JF Electra - 50,000;
Timothy Manney - 30,000; and Douglas Land - 40,000.
(2) The address of Mr. Vattikuti is c/o Complete Business Solutions, Inc., 32605
West Twelve Mile Road, Suite #250, Farmington Hills, Michigan 48334.
(3) The address of JF Electra is 4/F Les Cascades Building, Edith Cavell Street,
Port Louis, Mauritius. Represents shares to be received by JF Electra upon
conversion of its shares of stock in CBS Mauritius into shares of Common
Stock of the Company.
(4) Does not include 14,261 shares transferred to certain family members.
Mr. Land disclaims beneficial ownership of such shares.
(5) Consists of 74,279 shares subject to options which are exercisable beginning
on April 24, 1997.
(6) Consists of 4,952 shares subject to currently exercisable options.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of 30,000,000 shares
of Common Stock, no par value per share, and 1,000,000 shares of Preferred
Stock, no par value per share. The following description of the capital stock of
the Company is a summary, and as such, does not purport to be complete and is
subject, and qualified in its entirety by reference to, the more complete
descriptions contained in the Restated Articles of Incorporation of the Company,
as amended (the "Articles"), and the Bylaws of the Company, as amended (the
"Bylaws"), copies of each of which are incorporated by reference as exhibits to
the Registration Statement of which this Prospectus is a part. The Company
currently has outstanding 6,447,368 shares of Common Stock and no shares of
Preferred Stock. Upon completion of this offering, the Company will have
10,000,000 outstanding shares of Common Stock and no outstanding shares of
Preferred Stock. As of February 4, 1997, there were nine record holders of
Common Stock.
38
<PAGE> 2
COMMON STOCK
The Company's authorized common stock consists of 30,000,000 shares of
Common Stock. The holders of Common Stock are entitled to one vote for each
share held of record on all matter submitted to a vote of shareholders. Subject
to preferences that may be applicable to outstanding shares of Preferred Stock,
if any, the holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Company's Board of Directors out of funds
legally available therefor. Holders of Common Stock have no preemptive,
subscription or redemption rights, and there are no conversion or similar rights
with respect to such shares. The outstanding shares of Common Stock are fully
paid and nonassessable.
PREFERRED STOCK
The Company is authorized to issue up to 1,000,000 shares of undesignated
Preferred Stock. The Board of Directors has the authority to issue the
undesignated Preferred Stock in one or more series and to fix the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued shares of undesignated Preferred Stock, as well as to fix the number of
shares constituting any series and the designation of such series, without any
further vote or action by the shareholders. The Board of Directors, without
shareholder approval, may issue Preferred Stock with voting and conversion
rights which could materially adversely affect the voting power of the holders
of Common Stock. The issuance of Preferred Stock could also decrease the amount
of earnings and assets available for distribution to holders of Common Stock. In
addition, the issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company. At present, the
Company has no plans to issue any shares of Preferred Stock. See "Risk
Factors -- Anti-Takeover Provisions."
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is First Chicago
Trust Company of New York.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, the Company will have 10,000,000 shares
of Common Stock outstanding. See "Capitalization." Of these shares, the
3,700,000 shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act, except that any
shares purchased by "affiliates" of the Company, as that term is defined under
the Securities Act ("Affiliates"), may generally only be sold in compliance with
the limitations of Rule 144 described below. All of the remaining shares of
Common Stock are restricted securities (the "Restricted Shares") within the
meaning of Rule 144 ("Rule 144") under the Securities Act, and may not be sold
in the absence of registration under the Securities Act unless an exemption from
registration is available, including the exemption offered by Rule 144.
The Company's current shareholders have agreed not to sell or otherwise
dispose of any of their shares of Common Stock for a period of 180 days after
the effective date of this offering (the "Lock-Up Period") without the prior
written consent of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ").
Because of these restrictions, on the date of this Prospectus, none of the
shares, other than the 3,700,000 shares offered hereby, will be eligible for
sale. Beginning after the expiration of the Lock-Up Period (or earlier upon the
prior written consent of DLJ), 5,933,107 of the Restricted Shares may be sold in
the public market subject to Rule 144.
In general, under Rule 144 of the Securities Act as currently in effect,
beginning 90 days after this offering, one (or persons whose shares are
aggregated) who has beneficially owned Restricted Shares for at least two years,
including a person who may be deemed an Affiliate of the Company, may sell
within any three-month period a number of shares of Common Stock that does not
exceed the greater of 1% of the then outstanding shares of Common Stock of the
Company (100,000 shares after giving effect to this offering) or the average
weekly trading volume of the Common Stock as reported through the Nasdaq
National Market during the four calendar weeks preceding such sale. Sales under
Rule 144 of the Securities Act are subject to certain restrictions relating to
manner of sale, notice and the availability of current public information about
39
