SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
EAST/WEST COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3964837
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
350 Stuyvesant Avenue, Rye, New York 10580
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box./ /
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. /X/
Securities Act registration statement file number to which this form
relates:333-41007
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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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Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
CLASS A COMMON STOCK
The authorized capital stock of the Company consists of 3,600,000
shares of Class A Common Stock and 16,000,000 shares of Class B Common Stock. In
connection with the distribution by means of a spin-off (the "Spin Off") of the
shares of Class A Common Stock of the Company owned by Lynch Corporation
("Lynch"), 355,150 shares of Class A Common Stock were transferred to Gabelli
Funds, Inc. and 1,417,048 shares were transferred to shareholders of Lynch
Corporation.
The holders of Class A Common Stock are entitled to receive ratably
such dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor. In the event of the
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities, if any, then outstanding.
Voting Rights
Collectively, the shares of Class A Common Stock represent not more
than 49.9% of the Company's voting interest, with each share of Class A Common
Stock issued and outstanding having one vote per share (subject to downward
adjustment if necessary to comply with the 49.9% maximum class vote) on all
matters except the election of directors or as otherwise provided by law. The
holders of the Class A Common Stock as a class are be entitled to elect members
to the Company's Board of Directors (the "Class A Directors") who collectively
will represent two of the five votes of the Company's Board of Directors. The
holders of the Class A Common Stock will elect two Class A Directors who will
have one vote each.
Redemption By the Company
If a holder of Class A Common Stock acquires additional shares of Class
A Common Stock or otherwise is attributed with ownership of such shares that
would cause the Company to violate the Entrepreneurs Requirements or the Foreign
Ownership Restrictions (collectively, "FCC Violations"), the Company, at its
option, may redeem that number of such shares necessary to eliminate the FCC
Violation at a redemption price equal to (i) 75% of the fair market value of
such shares where such holder caused the FCC Violation or (ii) 100% of the fair
market value where the FCC Violation was caused by no fault of the holder.
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Dividend Policy
The Company has never declared or paid any cash dividends on its Class
A Common Stock, and does not expect to pay cash dividends on its Class A Common
Stock in the foreseeable future. To the extent the Company obtains financing in
the future, such funding sources may prohibit the payment of dividends. The
Company currently intends to retain its earnings, if any, for use in its
business.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Class A Common Stock is
ChaseMellon Shareholder Services.
ITEM 2. EXHIBITS.
*1. Articles of Incorporation
*2. By-laws
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* Previously filed with the Company's Registration Statement on Form S-1 filed
November 25, 1997.
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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.
Dated: April 29, 1998 EAST/WEST COMMUNICATIONS, INC.
By: /S/ Victoria G. Kane
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Name: Victoria G. Kane
Title: Chairman of the Board
and Chief Executive Officer
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EXHIBIT LIST
*1. Articles of Incorporation
*2. By-laws
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* Previously filed with the Company's Registration Statement on Form S-1 filed
November 25, 1997.
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