EAST WEST COMMUNICATIONS INC
8-A12G, 1998-04-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
Previous: PRT GROUP INC, 8-K, 1998-04-30
Next: APEX MORTGAGE CAPITAL INC, DEF 14A, 1998-04-30



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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

                         EAST/WEST COMMUNICATIONS, INC.
- - --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

      Delaware                                         13-3964837
- - --------------------------------------------------------------------------------
(State of Incorporation or Organization)    (I.R.S. Employer Identification no.)


350 Stuyvesant Avenue, Rye, New York                     10580
- - --------------------------------------------------------------------------------
(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
        ---------

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
        -------------------                    ------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:

                              CLASS A COMMON STOCK
- - --------------------------------------------------------------------------------
                                (Title of Class)


- - --------------------------------------------------------------------------------
                                (Title of Class)



<PAGE>
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.

                                      -2-

<PAGE>

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


- - ---------------
* Previously filed with the Company's  Registration  Statement on Form S-1 filed
November 25, 1997.

                                       -3-

<PAGE>
                                    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
                                             ----------------------------------
                                        Name:  Victoria G. Kane
                                        Title: Chairman of the Board
                                               and Chief Executive Officer



                                       -4-

<PAGE>

                                  EXHIBIT LIST



                  *1.      Articles of Incorporation

                  *2.      By-laws


- - -----------------
* Previously filed with the Company's  Registration  Statement on Form S-1 filed
November 25, 1997.

                                       -5-



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission