FORM 10/A
AMENDMENT NO. 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
GENERAL FORM FOR REGISTRATION OF
SECURITIES PURSUANT TO SECTION 12(B) OR (G)
OF THE SECURITIES EXCHANGE ACT OF 1934
HURCO COMPANIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1150732
(State of incorporation of organization) (IRS Employer Identification No.)
ONE TECHNOLOGY WAY
INDIANAPOLIS, INDIANA 46268
(Address of principal executive offices) (Zip Code)
(317) 293-5309
(Registrant's telephone number, including area code)
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
(Title of Class)
<PAGE>
This Amendment is being filed to amend the description of the
Registrant's Common Stock, without par value, previously filed as Item 12 on
Form 10 with the Securities and Exchange Commission on March 11, 1980.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital stock of the Company consists of 12,500,000
shares of Common Stock, no par value (the "Common Stock"), of which 6,537,771
shares were outstanding as of September 8, 1997, and 1,000,000 shares of
Preferred Stock, no par value (the "Preferred Stock"), of which none were
outstanding as of such date. All outstanding shares of Common Stock are duly
authorized, validly issued, fully paid and non-assessable. The Common Stock
is traded in the Nasdaq National Market System under the symbol "HURC." The
following summary description of the capital stock of the Company is qualified
in its entirety by reference to the Amended and Restated Articles of
Incorporation of the Company, a copy of which has been filed as an exhibit to
the Company's periodic reports under the Securities Exchange Act of 1934.
Common Stock
The holders of shares of Common Stock are entitled to one vote per
share on all matters to be voted on by shareholders. The holders of shares of
Common Stock are not entitled to cumulate their votes in the election of
directors, which means that holders of a majority of the outstanding shares of
Common Stock can elect all the directors of the Company. The holders of
shares of Common Stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors, in its discretion, from
any assets legally available therefor.
The holders of Common Stock are not entitled to preemptive,
subscription or conversion rights, and there are no redemption or sinking fund
provisions applicable to Common Stock. The holders of Common Stock are not
subject to further calls or assessments by the Company. Upon liquidation of
the Company, after payment or provision for payment of all of the Company's
obligations and any liquidation preference of any outstanding Preferred Stock,
the holders of the Company's Common Stock are entitled to share ratably in the
remaining assets of the Company.
Preferred Stock
The Company currently has no shares of Preferred Stock outstanding.
The Company's Board of Directors, without further approval of the
shareholders, is vested with broad authority with respect to the Preferred
Stock to establish and designate series, fix the number of shares to be
included in each series, provide for a sinking fund for the purchase or
redemption of shares or a purchase fund for the purchase of shares of such
series, and to determine the relative rights, preferences and limitations of
each series, including but not limited to the dividend and voting rights of
such Preferred Stock and any preferential amounts payable to the holders of
Preferred Stock on liquidation. The Board of Directors will also determine
whether such Preferred Stock will be convertible into other securities of the
Company, including Common Stock. Accordingly, the issuance of Preferred
Stock, while promoting flexibility in connection with possible acquisitions
and other corporate purposes, could adversely affect the voting rights of the
holders of, or the market price of, Common Stock and, under certain
circumstances, make it more difficult for a third party to gain control of the
Company. The holders of Preferred Stock also have the right to vote
separately as a class on any proposal involving fundamental changes in the
rights of holders of Preferred Stock pursuant to the Indiana Business
Corporation Law (the "IBCL").
Certain Provision of the Amended and Restated Articles of Incorporation and
Indiana Law
Section 4 of Article VIII of the Company's Amended and Restated
Articles of Incorporation ("Section 4") provides for higher shareholder
approval requirements for certain transactions (such as business combinations)
with or otherwise involving another corporation or entity that beneficially
owns, directly or indirectly, more than 5% of the Common Stock (a "Related
Corporation"). Instead of a majority vote requirement (or the absence of any
required shareholder vote), transactions subject to Section 4 require the
affirmative vote of the holders of not less than three-fourths (3/4) of the
outstanding shares of Common Stock. Transactions subject to Section 4 include
mergers with a Related Corporation, the sale or exchange of substantially all
of the assets of the Company to a Related Corporation and the issuance of
Company securities in exchange or payment for properties or assets of a
Related Corporation. However, a transaction that is approved by two-thirds of
the directors of the Company or by a majority of the directors of the Company
prior to the acquisition of more than 5% of the Common Stock of the Company is
not subject to Section 4 and the requirements of Indiana law otherwise
applicable would govern shareholder approval. Section 4 may not be altered,
amended or repealed except by the affirmative vote of the holders of three-
fourths (3/4) of the outstanding Common Stock.
Under Sections 23-1-42-1 to 23-1-42-11 of the IBCL (the "Control
Share Provisions"), any person or group of persons that acquires the power to
vote one-fifth or more of the shares of an "issuing public corporation" shall
not have the right to vote such shares unless granted voting rights by the
holders of a majority of the outstanding shares of the corporation and by the
holders of a majority of the outstanding shares excluding "interested shares."
Interested shares are those shares held by the acquiring person, officers of
the issuing public corporation and employees of the issuing public corporation
who are also directors of the issuing public corporation. If the approval of
voting power for the shares is obtained, additional shareholder approvals are
required when a shareholder acquires the power to vote one-third or more and a
majority or more of the voting power of the corporation's shares. In the
absence of such approval, the additional shares acquired by the shareholder
may not be voted. If the shareholders grant voting rights to the shares after
a shareholder has acquired a majority or more of the voting power, all
shareholders of the corporation are entitled to exercise statutory dissenters'
rights and to demand the value of the shares in cash from the corporation. If
voting rights are not accorded to the shares, the corporation may have the
right to redeem them. The Control Share Provisions do not apply to
acquisitions of voting power pursuant to a merger or share exchange agreement
to which the corporation is a party. An "issuing public corporation" means an
Indiana corporation which has 100 or more shareholders, its principal place of
business, its principal office, or substantial assets within Indiana and
either (i) more than 10% of its shareholders are Indiana residents, (ii) more
than 10% of its shares are owned by Indiana residents, or (iii) 10,000 of its
shareholders reside in Indiana. A corporation can elect to not be subject to
the Control Share Provisions by adopting a By-law provision to that effect.
Such By-law provision may be amended by the Board of Directors without a
shareholder vote.
Sections 23-1-43-1 to 23-1-43-24 of the IBCL (the "Business
Combination Provisions") prohibit a person who acquires beneficial ownership
of 10% or more of the shares of an Indiana corporation that has 100 or more
shareholders (an "interested shareholder"), or any affiliate or associate of
an interested shareholder, from effecting a merger or other business
combination with the corporation, for a period of five years from the date on
which the person became an interested shareholder, unless the transaction in
which the person became an interested shareholder was approved in advance by
the corporation's Board of Directors. Following the five-year period, a
merger or other business combination may be effected with an interested
shareholder only if (i) the business combination is approved by the
corporation's shareholders excluding the interested shareholder and any of its
affiliates or associates, or (ii) the consideration to be received by
shareholders in the business combination is at least equal to the highest
price paid by the interested shareholder in acquiring its interest in the
corporation, with certain adjustments, and certain other requirements are met.
The Business Combination Provisions broadly define the term "business
combination" to include mergers, sales or leases of assets, transfers of
shares of the corporation, proposals for liquidation and the receipt by an
interested shareholder of any financial assistance or tax advantage from the
corporation, except proportionately as a shareholder of the corporation.
The overall effect of the above provisions may be to render more
difficult or to discourage a merger, a tender offer, a proxy contest, or the
assumption of control of the Company by a holder of a large block of the
Company's stock or other person, or the removal of incumbent management, even
if such actions may be beneficial to the Company's shareholders generally.
SIGNATURES
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, thereunto duly
authorized.
HURCO COMPANIES, INC.
Dated: October 6, 1997 By: /S/ ROGER J. WOLF
Roger J. Wolf, Senior Vice President, Secretary,
Treasurer and Chief Financial Officer
