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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
T/R SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-1958870
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1300 Oakbrook Drive, Norcross, Georgia 30093
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), check to General Instruction A.(d), check the
the following box. [ ] following box.[x]
Securities Act registration statement file number to which this form
relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
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:
Series A Junior Participating Preferred Stock, par value $0.01 per share
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 9, 2000, the Board of Directors of T/R Systems, Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
outstanding share of Common Stock, par value $0.01 per share (the "Common
Stock"), of the Company outstanding at the close of business on November 27,
2000 (the "Record Date"), pursuant to the terms of a Rights Agreement, dated as
of November 9, 2000 (the "Rights Agreement"), between the Company and EquiServe
Trust Company, N.A., as rights agent. Each right entitles a holder to, in
certain circumstances, purchase one-one hundredth of a share of preferred stock
at an exercise price of $45.00 per share. The Rights Agreement also provides,
subject to specified exceptions and limitations, that shares of Common Stock
issued or delivered by the Company after the Record Date will be entitled to,
and accompanied by, Rights. The Rights are in all respects subject to and
governed by the provisions of the Rights Agreement, a copy of which (including
all exhibits thereto) is filed as Exhibit 4.1 hereto and incorporated herein by
this reference. A summary description of the Rights is set forth in Exhibit C to
the Rights Agreement.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this registration
statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Rights Agreement
99.1 Form of letter to shareholders
99.2 Press release, dated November 10, 2000
</TABLE>
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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.
T/R SYSTEMS, INC.
Date: November 9, 2000 By: /s/ Lyle W. Newkirk
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Lyle W. Newkirk
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
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Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
4.1 Rights Agreement
99.1 Form of letter to shareholders
99.2 Press Release, dated November 10, 2000
</TABLE>
