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
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Dynacore Holdings Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 74-1605174
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
8410 Datapoint Drive, San Antonio Texas 78229-8500
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(Address of Principal Executive Offices) (Zip Code)
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
__________N/A_______________ _____________N/A_____________
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(Title of Class)
(Title of Class)
<PAGE>
Item 1. Description of Securities to be Registered
Dynacore Holdings Corporation, a Delaware corporation (the
"Corporation"), filed a petition for reorganization with the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") under
Chapter 11 of the United States Bankruptcy Code, Case No. 00-1853, on May 3,
2000. On December 5, 2000, the Bankruptcy Court entered an order confirming the
Corporation's Amended Plan of Reorganization under Chapter 11 (the " Plan"). The
effective date of the Plan occurred on December 18, 2000 (the "Effective Date").
Pursuant to the terms of the Plan, the Corporation filed an Amended and
Restated Certificate of Incorporation (the "Restated Charter") with the
Secretary of State of the State of Delaware authorizing the issuance of thirty
million shares of common stock, par value $.01 per share ("Dynacore Common
Stock") and five million shares of preferred stock, par value $.01 per share
("Dynacore Preferred Stock" and together with Dynacore Common Stock,
collectively, "Dynacore Shares"). In addition, pursuant to the Plan a patent
litigation trust was formed to pursue and otherwise defend the Corporation's
patent litigations (the "PL Trust"; units representing a beneficial interest in
the PL Trust are referred to as the "Units"). All of the Debentures (hereinafter
defined), common stock and exchangeable preferred stock of the Corporation
existing prior to the effective date have been canceled. In exchange for those
canceled securities, eligible holders of the old exchangeable preferred stock
and old common stock of the Corporation are entitled to receive shares of
Dynacore Common Stock at a rate of 3.663683 shares of Dynacore Common Stock and
.545655 Units for each share of old exchangeable preferred stock, and 0.225177
shares of Dynacore Common Stock for each share of old common stock, in each case
rounded down to the nearest whole number of shares. Holders of certain
pre-bankruptcy convertible subordinated debentures of the Corporation (the
"Debentures") must redeem their debentures to the Indenture Trustee in order to
receive their distributions, at which time they are entitled to receive
43.5701965 shares of Dynacore Common Stock, and 69.712318 Units per $1,000
principal amount, rounded down the nearest whole number of shares. Holders of
Debentures are also entitled to receive $606.50 in cash per $1,000 principal
amount.
<PAGE>
The holders of Dynacore Common Stock are entitled to one vote for each
share held of record on all matters to be voted on by stockholders, provided,
however, that, except as otherwise provided by law, holders of Dynacore Common
Stock shall not be entitled to vote on any amendment to the Restated Charter
that relates solely to the terms of one or more outstanding series of Dynacore
Preferred Stock if holders of such affected series are entitled, either
separately or together as a class with the holders of one or more other such
series, to vote thereon by law or pursuant to the Restated Charter. The holders
of Dynacore Common Stock are entitled to receive such dividends, if any, as may
be declared from time to time by the Board of Directors in its discretion from
funds legally available therefor. Notwithstanding, upon receipt by the
Corporation of the first seventy-five million ($75,000,000) dollars in
distributions, to the extent realized, from the PL Trust on account of the
Corporation's beneficial trust interests in the PL Trust, the Corporation shall
pay a mandatory dividend, from funds legally available therefor, to holders of
its Common Stock in an amount equal to such proceeds, minus the aggregate amount
necessary to reimburse the Corporation for all of its expenses and costs in
connection with the PL Trust, and payment of all taxes due as a result of any
distribution by the PL Trust to the Corporation. Such mandatory dividend shall
be made from time to time, and on such date or dates as the board of directors
deems appropriate, provided, however, that the aggregate amount to be
distributed shall be distributed no later than seventy-five (75) days after
receipt by the Corporation of the first seventy-five million dollars
($75,000,000) in distributions from the PL Trust. Upon liquidation, dissolution
or winding up of the Corporation, the holders of Dynacore Common Stock are
entitled to receive pro rata all assets remaining legally available for
distribution to stockholders after liquidating distributions to the holders of
any future capital stock designated as being senior to Dynacore Common Stock.
The holders of Dynacore Common Stock have no right to cumulate their votes in
the election of directors. The Dynacore Common Stock has no preemptive or other
subscription rights, and there are no conversion rights, redemption or sinking
fund provisions with respect to such shares.
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All of the outstanding shares of Dynacore Common Stock are fully paid
and non-assessable. Dynacore Common Stock may not be transferred if such
transfer would (A) cause a transferee to become a five percent (5%) shareholder
within the meaning of Treasury Regulation Section 1.382-2T(g)(1)(i) or (ii) or
(B) would create a new "public group" as that term is used in Treasury
Regulation Section 1.382-2T(f)(13), without the consent of the Board of
Directors. The Board of Directors of the Corporation shall be comprised of seven
(7) directors. At least four (4) of the directors shall be individuals who (i)
are deemed to "independent" pursuant to the New York Stock Exchange and NASDAQ
rules or (ii) are not an officer or employee of the Corporation but were
appointed as a director of the Corporation in the Confirmation Order of the
United States Bankruptcy Court for the District of Delaware, dated December 5,
2000 (Case No. 00-1853 (PJW)) (each individual who satisfies the criteria of
clauses (i) or (ii), an "Independent Director"). The Corporation shall have a
Compensation Committee and an Audit Committee which shall be comprised
exclusively of Independent Directors.
Dynacore Preferred Stock may be issued from time to time in one or more
classes or series, and the Board of Directors, without further approval of the
stockholders, is authorized to fix the dividend rights and terms, conversion
rights, voting rights, redemption rights and terms, liquidation preferences,
sinking funds and any other rights, preferences, privileges and restrictions
applicable to each such class or series of Dynacore Preferred Stock. Dynacore
Preferred Stock may not be transferred if such transfer would (A) cause a
transferee to become a five percent (5%) shareholder within the meaning of
Treasury Regulation Section 1.382-2T(g)(1)(i) or (ii) or (B) would create a new
"public group" as that term is used in Treasury Regulation Section
1.382-2T(f)(13), without the consent of the Board of Directors.
The above summary is qualified in its entirety by the Plan, which was
filed as Exhibit 99.1 to the Corporation's Form 8-K filed with the Securities
and Exchange Commission on December 8, 2000, and is incorporated herein by
reference.
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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.
Dynacore Holdings Corporation
Date: December 22, 2000 By:/s/Phillip P. Krumb
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Phillip P. Krumb
Vice President and
Chief Financial Officer
