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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date
of Report
(Date of earliest event reported) November 21, 1995
C-TEC CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-11053 23-2093008
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
105 Carnegie Center, Princeton, New Jersey 08540
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 734-3700
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(Former name or former address, if changed since last report)
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Description of C-TEC Capital Stock
The following general summary of the Common Stock is qualified in its
entirety by reference to the Company's Amended and Restated Articles of
Incorporation, as further amended (the "Articles of Incorporation"), a copy of
which is on file with the Commission.
Classes and Number of Shares.
The total number of shares of stock which the corporation shall have
authority to issue is 125,000,000 shares, consisting of (i) 85,000,000 shares of
Common Stock, par value $1.00 per share ("Common Stock") and (ii) 15,000,000
shares of Class B Common Stock, par value $1.00 per shares ("Class B Stock") and
25,000,000 shares of Preferred Stock as of Item 5.
Voting Rights and Powers
With respect to all matters upon which shareholders are entitled to vote
(including the election of directors) or to which shareholders are entitled to
give consent, except as provided in the next sentence, the holders of the
outstanding shares of the Common Stock and the holders of any outstanding shares
of the Class B Stock, shall vote together without regard to class, and every
holder of the outstanding shares of the Common Stock shall be entitled to cast
one vote for each share of the Common Stock held, and every holder of any
outstanding shares of the Class B Stock shall be entitled to cast fifteen votes
for each share of the Class B Stock held. However, with respect to any proposed
amendment to the Articles of Incorporation which would (i) increase or decrease
the par value of any class, (ii) alter or change the preferences,
qualifications, limitations, restrictions or special or relative rights of the
shares of any class so as to affect the holders of such class adversely, (iii)
increase the authorized number of shares of any class, (iv) authorize a new
class of shares senior or superior in any respect to the shares of any class, or
(v) increase the number of authorized shares of any class senior or superior in
any respect to the shares of any class then authorized, the approval of a
majority of the votes entitled to be cast by the holders of the class affected
by the proposed amendment, voting separately as a class, shall be obtained in
addition to the approval of a majority of the votes entitled to be cast by the
holders of the Common Stock and the Class B Stock voting together without regard
to class as described above.
Dividends and Distributions
Cash Dividends
At any time shares of the Class B Stock are outstanding, as and when cash
dividends may be declared by the Board of Directors, the cash dividends payable
on shares of the Common Stock shall be in all cases at least 105% of the cash
dividend payable on shares of the Class B Stock.
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Other Dividends and Distributions
In the case of dividends in the form of stock or other property of the
Company, each share of the Common Stock and each share of the Class B Stock is
equal in respect of rights and dividends except that in the case of dividends or
other distributions payable in stock or stock split-ups or divisions, shares of
the Class B Stock shall be distributed with respect to both the Common Stock and
the Class B Stock.
Other Rights
Except as otherwise required by the Pennsylvania Business Corporation Law
or as otherwise provided in the Articles of Incorporation, each share of the
Common Stock and each share of the Class B Stock has identical powers,
preferences and rights, including rights in liquidation.
Conversion of Class B Stock
Shares of Class B Stock shall be convertible at the option of the
respective holders thereof, at any time, into fully paid and nonassessable
shares of Common Stock on the basis of one share of Common Stock for each share
of Common B Stock. Any holder of shares of the Class B Stock may elect to
convert any or all of such shares at one time or at various times, in such
holder's discretion.
No payment or adjustment with respect to dividends on shares of the Common
Stock or on the Class B Stock shall be made in connection with any conversion of
shares of Class B Stock into shares of Common Stock except for those shares of
the Class B Stock converted subsequent to the record date for the payment of a
stock or cash dividend or other distribution on the shares of the Class B Stock
but prior to such payment. In such an instance, the stock or cash dividend or
other distribution will be paid on the Class B Stock to the registered holder of
such shares as of the close of business on the record date as if no conversion
had been made.
In the event of any capital reorganization or any reclassification of the
Common Stock (except for reorganizations or reclassifications involving a
subdivision or combination of outstanding shares of the Common Stock), the
shares of the Class B shall thereafter have the right to be converted into the
number of shares of stock or other securities or property of the Company to
which outstanding shares of the Common Stock would have been entitled upon the
effective date of the reorganization or reclassification.
If the shares of the Common Stock or the Class B Stock at any time
outstanding shall, by reclassification or otherwise, be subdivided into a
greater number of shares of combined into a lesser number of shares, the shares
of Class B Stock or Common Stock, respectively, then
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outstanding shall, at the same time, be subdivided or combined, as the case may
be, on the same basis.
Liquidation Preferences
In the event of dissolution, liquidation or winding up of the Company
whether voluntary or involuntary, holders of the Company Stock shall be entitled
to payment out of the assets of the Company ratably in accordance with the
number of shares held by them, respectively.
Duration of Class Rights and Powers
At any time when less than 25,000 shares of Class B Stock are outstanding
any shares of the Class B Stock which are then outstanding shall without any
action by the Board of Directors or the holder or holders thereof, automatically
convert into and become for all purposes shares of Common Stock, and the
provisions of the Articles of Incorporation which provide for different voting
or cash dividend rights for the Common Stock or the Class B Stock which are then
outstanding shall have equal and general voting power in all matter upon which
shareholders of the Company are entitled to vote or give consent, even if at
such time there shall have been fixed by the Board of Directors a record date
for voting of any meeting of shareholders.
General
The transfer agent and register for the Company's shares of Common Stock,
Class B Stock and Preferred Stock is the First National Bank of Boston.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
C-TEC CORPORATION
By: /s/ Michael J. Mahoney
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Name: Michael J. Mahoney
Title: President
and Chief Operating Officer
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