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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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
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IPL SYSTEMS, INC.
(Exact name of Registrant as Specified in its Charter)
MASSACHUSETTS 04-2511897
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
124 ACTON STREET, MAYNARD, MASSACHUSETTS 01754
(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration of a class
class of debt securities and is effective upon of debt securities and is to become effective
filing pursuant to General Instruction A(c)(1) simultaneously with the effectiveness of a
please check the following box. / / concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box. / /
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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
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital stock of the Company consists of 22,500,000
shares of common stock, $.01 par value, which are divided into two classes:
20,000,000 shares of Class A Common Stock, $0.01 par value, and 2,250,000 shares
of Class C Common Stock, $0.01 par value. As of February 6, 1996, the Class C
Common Stock constituted less than 5% of the sum of the issued and outstanding
shares of Class A and Class C Common Stock and, pursuant to Article 4(c) of the
Restated Articles of Organization of the Registrant, all of the then outstanding
shares of Class C Common Stock were automatically converted into shares of Class
A Common Stock at the rate of one share of Class A Common Stock for each one
share of Class C Common Stock. On July 31, 1996, the Registrant had outstanding
5,633,819 shares of Class A Common Stock.
The holders of Class A Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders. Holders
of Class A Common Stock have no preemptive rights or any right to convert their
shares into any other securities. The holders of Class A Common Stock also have
no cumulative voting rights. The holders of Class A Common Stock are entitled to
dividends, when, as and if declared by the Board of Directors out of funds
legally available therefor. In the event of the liquidation or dissolution of
the Company, the holders of Class A Common Stock are entitled to share ratably
with holders of Class C Common Stock, if any, in all assets remaining after
payment of liabilities. All of the outstanding shares of the Class A Common
Stock are fully paid and nonassessable.
ITEM 2. EXHIBITS.
A. Restated Articles of Organization of the Registrant dated March 24, 1981
and Articles of Amendment dated May 21, 1981 and July 8, 1992. Filed as Exhibit
3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992 (File No. 0-10370) and incorporated herein by reference.
B. By-Laws of the Registrant. Filed as Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1987 (File No.
0-10370) and incorporated herein by reference.
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, thereunto duly authorized.
IPL SYSTEMS, INC.
Date: August 12, 1996 By:/s/ Ronald J. Gellert
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Name: Ronald J. Gellert
Title: President
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