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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
DYNAMICS RESEARCH CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Massachusetts 04-2211809
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(STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER
IDENTIFICATION NO.)
60 Frontage Road, Andover, MA 01810-5498
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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 registration of a class of securities
securities pursuant to Section pursuant to Section 12(g) of the
12(b) of the Exchange Act and Exchange Act and is effective
is effective pursuant to pursuant to General Instruction
General Instruction A.(c), A.(d), please check the following
please check the following box. [] box. []
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:
TITLE OF EACH NAME OF EACH EXCHANGE ON WHICH EACH
CLASS TO BE SO REGISTERED CLASS IS TO BE REGISTERED
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None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Series B Preferred Stock Purchase Rights
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(TITLE OF CLASS)
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ITEM 2. EXHIBITS.
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Item 2 of the Form 8-A is hereby amended by deleting Exhibit 2, Form
of Certificate of Designation with respect to the Series B Preferred
Stock, par value $.10 per share, of the Company (attached as Exhibit
A to the Rights Agreement) and replacing Exhibit 2 with the following:
1. Amended Form of Certificate of Designation with respect to the Series
B Preferred Stock, par value $.10 per share, of the Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereto duly authorized.
DYNAMICS RESEARCH CORPORATION
Date: September 30, 1998 By: /s/ Douglas R. Potter
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Name: Douglas R. Potter
Title: Vice President of Finance
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EXHIBIT INDEX
The following designated exhibit is filed herewith:
Sequentially
Numbered Page
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1. Amended Form of Certificate of Designation with 5
respect to the Series B Preferred Stock,
par value $.10 per share, of the
Company.
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AMENDED
FORM OF CERTIFICATE OF DESIGNATION, PREFERENCES AND
RIGHTS OF SERIES B
PREFERRED STOCK
of
DYNAMICS RESEARCH CORPORATION
Pursuant to Chapter 156B Section 26 of the
Massachusetts Business Corporation Law
We, Albert Rand, President, and David C. Proctor, Assistant Clerk, of
Dynamics Research Corporation, a corporation organized and existing under the
Massachusetts Business Corporation Law, (the "Corporation") in accordance with
the provisions of Chapter 156B Section 26 thereof, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors (the
"Board of Directors") by the Restated Articles of Organization of the
Corporation, as amended, the Board of Directors on February 17, 1998, adopted a
vote providing for the authorization of a series of Preferred Stock, as follows:
VOTED, that pursuant to the authority vested in the Board of Directors of
this Corporation in accordance with the provisions of its Restated Articles
of Organization, as amended, a series of preferred stock of the Corporation
be and it hereby is created, and that the designation and amount thereof
and the voting powers, preferences and relative, participating, optional
and other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of such series shall be
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designated as "Series B Preferred Stock" (the "Series B Stock") and the number
of shares constituting such series shall be 3,000,000. The number of shares of
Series B Stock may be increased or decreased by a vote duly adopted by the Board
of Directors, but may not be decreased below the number of shares of Series B
Stock then outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon conversion of any
outstanding securities convertible into Series B Stock.
Section 2. Dividends and Distributions.
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(a) Subject to the prior and superior rights of the holders of any
shares of any series of preferred stock ranking prior and superior to the
shares of Series B Stock with respect to
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dividends, the holders of shares of Series B Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on
the last day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series B Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a) $1.00
or (b) subject to the provision for adjustment set forth in Section 8
hereof, 10 times the aggregate per share amount of all cash dividends, and
10 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Common Stock, par value $.10 per share, of the Corporation (the "Common
Stock") or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series B Stock.
(b) The Corporation shall declare a dividend or distribution on the
Series B Stock as provided in paragraph (a) of this Section 2 immediately
after it declares a dividend or distribution on the Common Stock (other
than a dividend payable in shares of or a subdivision with respect to
Common Stock); provided, however, that, in the event no dividend or
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distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date, a dividend of $1.00 per share
on the Series B Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series B Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series B Stock, unless the
date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the
date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series B Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Series B Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series B Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date
shall be no more than 60 days prior to the date fixed for the payment
thereof.
Section 3. Voting Rights. The holders of shares of Series B Stock shall
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have the following voting rights:
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(a) Each share of Series B Stock shall entitle the holder thereof to
ten votes on all matters submitted to a vote of the stockholders of the
Corporation.
(b) Except as otherwise provided herein or required by applicable
law, the holders of shares of Series B Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.
(c) Except as set forth herein or required by applicable law, holders
of Series B Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate
action.
Section 4. Certain Restrictions
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(a) Whenever quarterly dividends or other dividends or distributions
payable on the Series B Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series B Stock outstanding shall have
been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration any
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series B Stock, except dividends paid ratably on the Series B Stock
and all such parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of all such
shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series B Stock,
provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock (A) in exchange for
shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the
Series B Stock or (B) in accordance with subparagraph (iv) of this
Section 4(a); or
(iv) redeem or purchase or otherwise acquire for consideration
any shares of Series B Stock, or any shares of stock ranking on a
parity with the Series B Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of the outstanding shares of such
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stock upon such terms as the Board of Directors, after consideration
of the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the
respective series or classes.
(b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph
(a) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.
Section 5. Reacquired Shares. Any shares of Series B Stock redeemed,
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purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of preferred stock
to be created by vote or votes of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up.
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(a) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders
of shares of Common Stock or any other stock of the Corporation ranking
junior (upon liquidation, dissolution or winding up) to the Series B Stock
unless, prior thereto, the holders of shares of Series B Stock shall have
received $10.00 per share plus an amount equal to all accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date
of such distribution (the "Series B Liquidation Preference"). Following
the payment of the full amount of the Series B Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series B
Stock unless, prior thereto, the holders of shares of Common Stock (which
term shall include, for the purposes only of this Section 6, any series of
the Corporation's Preferred Stock ranking on a parity with the Common Stock
upon liquidation, dissolution or winding up) shall have received an amount
per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series B Liquidation Preference by (ii) 10 (as
appropriately adjusted as set forth in Section 8 hereof to reflect such
events as stock splits, stock dividends and recapitalizations with respect
to the Common Stock; such number in this clause (ii), as the same may be
adjusted from time to time, is hereinafter referred to as the "Adjustment
Number". In the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment, then any
remaining assets shall be distributed ratably to the holders of Common
Stock. Following the payment of the full amount of the Series B
Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series B Stock and Common Stock, respectively,
holders of shares of Series B Stock and holders of shares of Common Stock
shall receive their ratable and proportionate share of any remaining assets
to be distributed in the ratio of the Adjustment Number to one (1) with
respect to such Series B Stock and Common Stock, on a per share basis,
respectively.
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(b) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series B Liquidation Preference
and the liquidation preferences of all other series of preferred stock, if
any, which rank on a parity with the Series B Stock, then any remaining
assets shall be distributed ratably to the holders of the Series B Stock
and the holders of such parity stock in proportion to their respective
liquidation preferences.
(c) None of the merger or consolidation of the Corporation into or
with any other entity, the sale of all or substantially all of the property
and assets of the Corporation or the distribution to the stockholders of
the Corporation of all or substantially all of the consideration for such
sale, unless such consideration (apart from the assumption of liabilities)
or the net proceeds thereof consists substantially entirely of cash, shall
be deemed to be a liquidation, dissolution or winding up within the meaning
of this Section 6.
(d) Each share of Series B Stock shall stand on a parity with each
other share of Series B Stock or any other series of the same class of
preferred stock upon voluntary or involuntary liquidation, dissolution or
distribution of assets or winding up of the Corporation.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
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enter into any consolidation, merger, combination or other transaction in which
the outstanding shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case the
outstanding shares of Series B Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment set forth in Section 8 hereof) equal to 10 times the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged.
Section 8. Certain Adjustments. In the event the Corporation shall at any
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time declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then, in each such case, the amounts set forth in
Sections 2(a) and (b), 6(a) and 7 hereof with respect to the multiple of cash
and non-cash dividends, the Series B Liquidation Preference and an aggregate
amount of stock, securities, cash and/or other property referred to in Section 7
hereof, shall be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
Section 9. Ranking. The Series B Stock shall rank pari passu with (or if
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determined by the Board of Directors in any vote establishing any other series
of preferred stock, either senior and prior in preference to, or junior and
subordinate to, as the case may be) each other series of preferred stock with
respect to dividends and/or preference upon liquidation, dissolution or winding
up.
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Section 10. Redemption. The shares of Series B Stock may be purchased by
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the Corporation at such times and on such terms as may be agreed to between the
Corporation and the redeeming stockholder, subject to any limitations which may
be imposed by law or the Restated Articles of Organization of the Corporation,
as amended.
Section 11. Amendment. The Restated Articles of Organization of the
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Corporation, as amended, shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series B Stock so as to affect them adversely without the affirmative vote of
the holders of two-thirds or more of the outstanding shares of Series B Stock,
voting together as a single class.
Section 12. Fractional Shares. Series B Stock may be issued in fractions
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of a share which shall entitle the holder, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series B
Stock.
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IN WITNESS WHEREOF, this Amended Certificate of Designation was executed
on behalf of the Corporation by its President and attested by its Clerk on
September 10, 1998.
By_____________________________
President
Attest:
By___________________
Clerk
[SEAL]
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