Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Amended Form 8-A of EMS Technologies, Inc. (formerly
Electromagnetic Sciences, Inc.) File No. 0-6702
Ladies and Gentlemen:
We herewith file the referenced amended Form 8-A. The amendment
is being filed primarily to reflect the adoption of the Ems
Technologies, Inc. Stockholder Rights Plan dated as of April 6,
1999. It also serves to reflect the recent change of the
registrant's name.
Should there be any questions concerning this filing, please
contact the undersigned.
Very truly yours,
EMS TECHNOLOGIES, INC.
By: /s/ William S. Jacobs
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William S. Jacobs
Vice President and
General Counsel
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
AMENDED
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EMS TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 58-1035424
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(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
660 ENGINEERING DRIVE
NORCROSS, GEORGIA 30092
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(Address of Principal (Zip Code)
Executive Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to Section
Section 12(b) of the Exchange 12(g) of the Exchange Act and
Act and is effective pursuant is effective pursuant to
to General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box [ ] box [ ]
Securities Act registration statement file number to which this
form relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be
Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
The authorized capital stock of EMS Technologies, Inc.
("EMS" or the "Company") consists of 75,000,000 shares of common
stock, $.10 par value per share (the "Common Stock"), of which
8,708,400 shares are outstanding as of April 6, 1999. Holders of
these shares are entitled to one vote per share on all matters to
be voted upon by holders of the Common Stock as a class; share
equally per share in any dividends or distributions (including
any liquidation distributions) made or available to holders of
the Common Stock as a class; have no preemptive rights; and have
no liability to further calls or assessments by EMS or for its
liabilities.
EMS also is authorized to issue up to 10,000,000 shares of
preferred stock, $1.00 par value per share, none of which are
outstanding. The shares of preferred stock may be issued by
action of the Board of Directors, and if issued would have such
preferences, limitations and relative rights, including
dividends, distribution and voting rights senior to those of the
Common Stock, as may be determined by the Board.
Restrictions on Changes in Control
The Common Stock is subject to certain provision that could
deter, to varying degrees and in various circumstances, an effort
to take control of EMS without approval of the Board.
Stockholder Rights Plan.
On March 15, 1999, the Board of Directors adopted the EMS
Technologies, Inc. Stockholder Rights Plan, effective April 6,
1999 (the "Plan"), and declared a dividend distribution of one
Right for each outstanding share of the Common Stock. The Plan
replaces a similar plan adopted in 1989 that expired on April 6,
1999.
Initially, the Rights are deemed to be evidenced by Common
Stock certificates, and no separate Rights Certificates will be
distributed. Transfer of Common Stock certificates will also
transfer the Rights associated with the Common Stock. Upon the
occurrence of an event specified in the Plan (such as the public
announcement by a person (an "Acquiring Person") of an
acquisition of 20% of the Company's outstanding common stock
without the consent of the Disinterested Directors) (the
"Distribution Date"), the Rights will separate from the Common
Stock, and Rights Certificates will be issued to Rights holders.
At that time, each Right will become exercisable for one share of
Common Stock at the Purchase Price (initially $45.00), subject to
adjustment from time to time to account for events such as stock
dividends or upon the occurrence of certain triggering events as
summarized herein and described in the Plan. The Rights are not
exercisable until the Distribution Date and expire on August 6,
2009, unless earlier redeemed. All Common Stock issued prior to
the Distribution Date will be issued with Rights attendant.
Until the Distribution Date, the Board may amend the Plan or
adopt a new rights plan in substitution for the Plan and all
outstanding Rights. After the Distribution Date, the
Disinterested Directors by majority vote may amend the Plan to a
more limited extent, or may substitute a new rights plan for the
Plan and all outstanding Rights, if the change, supplement or
substitution does not adversely affect the interests of rights
holders (other than those of an Acquiring Person or an affiliate
or associate thereof). A "Disinterested Director" is any
director who has no control relationship or affiliation with any
Acquiring Person or associate or affiliate thereof.
If certain triggering events described in the Plan occur,
the Rights will become exercisable at the Purchase Price for
shares of Common stock having a value equal to two times the
Purchase Price, or at the election of the Disinterested Directors
may be exercised for one-half that number of shares of Common
Stock without payment of the Purchase Price. Rights beneficially
owned by Acquiring Persons will become null and void, and may not
be exercised. Triggering events include the acquisition of 20
percent of the outstanding Common Stock without the consent of
the Disinterested Directors; the acquisition of 2 percent of the
outstanding Common Stock without such consent following the
acquisition of the 20 percent with such consent; or the
engagement by a consented-to 20 percent stockholders in certain
self-dealing transactions. If EMS is purchased or merged into
another company, the Rights may become exercisable for comparable
securities of the surviving entity
instead of EMS Common Stock.
At any time before their expiration, the outstanding Rights
may be redeemed by vote of the Disinterested Directors at a price
of $.01 per Right. If the Disinterested Directors elect to
redeem the Rights, the outstanding Rights will no longer be
exercisable, and their holders will be entitled only to have
their Rights redeemed.
Bylaws Provisions.
The EMS Bylaws elect coverage of two provisions of the
Georgia Business Corporation Code which would provide certain
protections to EMS and its shareholders in the event of an
attempt to take over EMS by third parties. The first provision
(the "Fair Price Provision") is designed to achieve a measure of
assurance that any multi-step attempt to take over EMS is made on
terms which offer similar treatment of all holders of each class
of EMS's voting stock. The second provision (the "business
Combination Provision") is designed to encourage any person who
would acquire 10 percent or more of the voting stock of EMS to
seek the approval of the EMS Board before the acquisition.
The Fair Price Provision requires that a business
combination with a holder of at least 10 percent of a Company's
outstanding voting stock (an "Interested Shareholder")either be
unanimously approved by the members of the board who are
unaffiliated with the Interested Shareholder (the "continuing
Directors"), or recommended by at least two-thirds of the
Continuing Directors and approved by the holders of a majority of
the outstanding shares entitled to vote thereon other than voting
shares beneficially owned by the Interested Shareholder. If the
approval or recommendation requirements cannot be met, then the
business combination cannot be completed unless certain minimum
price criteria and procedural safeguards are satisfied.
The Business Combination Provision prohibits an Interested
Shareholder from engaging in any business combination with EMS
for a period of five years from the date the person became an
Interested Shareholder, unless either (a) before such person
became an Interested Shareholder, the EMS Board approves either
the business combination or the transaction which resulted in
such person becoming an Interested Shareholder, (b) the
Interested Shareholder becomes the owner of at least 90% of the
EMS voting shares in the same transaction in which he became an
Interested Shareholder, excluding voting shares owned by
directors, officers, their affiliates and associates,
subsidiaries of EMS, and employee stock plans of EMS in which
employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer (collectively,
"Insiders"), or (c) subsequent to becoming an Interested
Shareholder, the Interested Shareholder acquires additional
shares resulting in ownership of at least 90% of the voting
shares and obtains the approval of the holders of a majority of
the voting shares other than voting shares beneficially owned by
the Interested Shareholder and Insiders.
Item 2. Exhibits
The following exhibits are filed as part of this report:
1. Second Amended and Restated Articles of Incorporation
of EMS Technologies, Inc., effective March 22, 1999 (incorporated
by reference to Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1998).
2. Bylaws of EMS Technologies, Inc., as amended through
March 15, 1999 (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1998).
3. EMS Technologies, Inc. Stockholder Rights Plan dated as
of April 6, 1999 (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated April 6, 1999).
