SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ImageMax, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2865585
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004
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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:
333-35567
Securities to be registered pursuant to Section 12(b) of the Act:
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of class)
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Item 1. Description of Registrant's Securities To Be
Registered.
ImageMax, Inc.'s (the "Company") Common Stock, no par value (the"Common
Stock"), is described in the section under the caption "Description of Capital
Stock" of the Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
on September 12, 1997 and any amendments thereto (the "Registration Statement").
The description of the Common Stock contained in the Registration Statement is
incorporated herein by reference.
Item 2. Exhibits.
Exhibit Description
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1 Amended and Restated Articles of Incorporation of the
Company (Incorporated by reference to Exhibit 3.1 of
the Registration Statement).
2 Amended and Restated Bylaws of the Company
(Incorporated by reference to Exhibit 3.2 of
the Registration Statement.)
3 Specimen Common Stock Certificate of the Company
(Incorporated by reference to Exhibit 4.1 of the
Registration Statement.)
4 Pages 76 and 77 of the Registration Statement
containing the section entitled "Description of
Capital Stock."
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ImageMax, Inc.
Date: November 28, 1997 By: /s/ Bruce M. Gillis
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Bruce M. Gillis
Chief Executive Officer and
Chairman of the Board
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EXHIBIT INDEX
Exhibit
Number Description Page
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4 Pages 76 and 77 of the Registration Statement
containing the section entitled "Description of
Capital Stock."
<PAGE>
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of 40,000,000 shares
of Common Stock, no par value per share, and 10,000,000 shares of Preferred
Stock, no par value per share, of which 524,125 are shares of Series A Preferred
Stock convertible into 443,489 shares of Common Stock upon completion of the
Offering. Immediately prior to the consummation of the Offering, the Company
will have outstanding 2,338,727 shares of Common Stock, including 1,184,468
shares to be issued in connection with the Acquisition (based on an assumed
initial public offering price of $13.00 per share). Upon completion of the
Offering and assuming the issuance of 3,100,000 shares of Common Stock pursuant
to the Acquisitions, the Company will have outstanding 5,438,727 shares of
Common Stock (5,903,727 shares if the over-allotment option is exercised in
full), based on an assumed initial public offering price of $13.00 per share. As
of November 28, 1997, there were 25 record holders of Common Stock.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of shareholders and do not have cumulative voting
rights. Subject to applicable provisions of the BCL, shareholders holding a
majority of the shares of Common Stock constitute a quorum for the purposes of
convening a shareholders' meeting. Accordingly, a majority of the quorum may
elect all the directors standing for election. Holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared on the
Common Stock by the Board of Directors out of funds legally available therefor.
Upon the liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to receive ratably the net assets of the Company
available for distribution after the payment of all debts and other liabilities
of the Company, subject to prior and superior rights of holders of Preferred
Stock. Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of Common Stock are, and the shares
offered hereby, when issued and paid for, will be, fully paid and nonassessable.
PREFERRED STOCK
After completion of the Offering, the Company may issue up to 9,475,875
shares of Preferred Stock in one or more series and fix and determine the
relative rights, preferences and limitations of each class or series so
authorized without any further vote or action by the shareholders. The Board of
Directors may issue Preferred Stock with voting and conversion rights which
could adversely affect the voting power of the holders of Common Stock and have
the effect of delaying or preventing a change in the control of the Company. As
of the date of this Prospectus, no shares of Preferred Stock are outstanding.
The Company has no current intention to issue any shares of Preferred Stock.
ANTITAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES, BYLAWS AND PENNSYLVANIA LAW
Articles of Incorporation and Bylaws. The Bylaws provide that the Board of
Directors will be divided into three classes of Directors, each class
constituting approximately one-third of the total number of Directors and with
the classes serving staggered three year terms, and that Directors may be
removed only for cause. The Articles provide that the Company's shareholders may
call a special meeting of shareholders only upon a request of shareholders
owning at least 50% of the Company's capital stock. These provisions of the
Articles and Bylaws could discourage potential acquisition proposals and could
delay, defer or prevent a change in control of the Company. These provisions are
intended to enhance the likelihood of continuity and stability in the
composition of the Board of Directors and in the policies formulated by the
Board of Directors and to discourage certain types of transactions that may
involve an actual or threatened change of control of the Company. These
provisions are designed to reduce the vulnerability of the Company to an
unsolicited acquisition proposal. The provisions also are intended to discourage
certain tactics that may be used in proxy fights. However, such provisions could
have the effect of discouraging others from making tender
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offers for the Company's shares and, as a consequence, they also may inhibit
fluctuations in the market price of the Company's shares that could result from
actual or rumored takeover attempts. Such provisions also may have the effect of
preventing changes in the management of the Company.
Pennsylvania Anti-Takeover Laws. The BCL contains a number of statutory
"anti-takeover" provisions applicable to the Company. One of these BCL
provisions prohibits, subject to certain exceptions, a "business combination"
with a shareholder or group of shareholders (and certain affiliates and
associates of such shareholders) beneficially owning more than 20% of the voting
power of a public corporation (an "interested shareholder") for a five-year
period following the date on which the holder became an interested shareholder.
This provision may discourage open market purchases of a corporation's stock or
a non-negotiated tender or exchange offer for such stock and, accordingly, may
be considered disadvantageous by a shareholder who would desire to participate
in any such transaction. The BCL also provides that directors may, in
discharging their duties, consider the interests of a number of different
constituencies, including shareholders, employees, suppliers, customers,
creditors and the community in which it is located. Directors are not required
to consider the interests of shareholders to a greater degree than other
constituencies' interests. The BCL expressly provides that directors do not
violate their fiduciary duties solely by relying on poison pills or the
anti-takeover provisions of the BCL.
LIMITATION OF LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The Bylaws provide that a director shall not be liable to the Company for
monetary damages as such for any action taken or omitted unless the director
breaches or fails to perform a duty of his office and that breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness. This
limitation does not apply to criminal liability or liability for the payment of
taxes. The Company believes that this provision will assist it in securing and
maintaining the services of directors who are not employees of the Company. The
Bylaws also provide for indemnification of the Company's Directors and officers
to the fullest extent permitted by law for expenses (including attorneys' fees)
incurred as a result of the officer's or Director's status as an officer or
Director of the Company.
The Company intends to purchase insurance to afford officers and directors
coverage for losses arising from claims based on breaches of duty, negligence,
error and other wrongful acts.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is StockTrans, Inc.,
Ardmore, Pennsylvania.
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