SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
The Securities Act of 1934
SSI CAPITAL CORP.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 14-1623047
---------------------- -----------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2901 South Tejon Street, Englewood, Colorado 80110
- -------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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
- ------------------------------------- ------------------------------------
- ------------------------------------- ------------------------------------
- ------------------------------------- ------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 per share
- --------------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
564900DK.8A
June 25, 1997
<PAGE>
SSI Capital Corp. (the "Company") hereby amends Item No. 1 of its
Registration Statement under the Securities Exchange Act of 1934, as originally
dated September 24, 1984, and filed October 15, 1984, and as previously amended
by amendment dated October 25, 1984 and filed on October 31, 1984, to reflect an
increase in its authorized number of Common Shares and a change in the par value
to its authorized Common Shares.
ITEM NO. 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
--------------------------------------------------------
The Company's authorized capital stock consists of 100,000,000 shares of
common stock, each having a par value of $0.001 (the "Common Shares") and
1,000,000 shares of preferred stock, each having a par value of $0.01 (the
"Preferred Shares").
The Common Shares of the Company have been registered under the Securities
Exchange Act of 1934, as amended, since 1984. The Company subsequently filed
bankruptcy, and in connection with approval of the Company's confirmed plan, the
Company was authorized to and did amend its Certificate of Incorporation with
respect to the description of the Company's Common Shares and Preferred Shares.
A Restated Certificate of Incorporation was filed by the Company in 1994, which
reflected the changes made to the single class of Common Shares and single class
of Preferred Shares.
Stockholders are entitled to one vote for each Common Share on matters to
be voted on by the stockholders of the Company. Stockholders of the Common
Shares do not have cumulative voting rights. Accordingly, directors are elected
by a majority of the shares present (or represented by proxy) at an annual or
special meeting called for the election of directors, so long as there is a
quorum of at least a majority of the outstanding shares present at the meeting.
Holders of the Common Shares do not have any preemptive or other preferential
right to purchase or subscribe for any shares or securities of the Company of
any kind or class whatsoever which at any time may be issued or sold or offered
for sale by the Company.
Except for and subject to rights expressly granted to holders of Preferred
Shares, or except as may be provided by the New York Business Corporation Law,
the holders of the Common Shares have exclusively the right to receive
dividends, when, as and if declared by the Board of Directors of the Company,
and in the event of any distribution of assets upon liquidation, dissolution or
winding up of the Company or otherwise the right to receive ratably and equally
all the assets and funds of the Company remaining after payment to the holders
of the Preferred Shares of the specific amounts which they may be entitled to
receive. All of the issued and outstanding Common Shares are duly authorized,
validly issued, fully paid and non-assessable.
Preferred Shares.
-----------------
The Company's Board of Directors may without future action by the Company's
stockholders, from time to time, direct the issuance of Preferred Shares in
series and may, at the time of issuance, determine the rights, preferences and
limitations of each series. The holders of Preferred Shares would normally be
entitled to receive a preferential payment in the event of any liquidation,
dissolution or winding up of the Company before any payment is made to the
holders of the Common Shares. In addition, the Board of Directors is authorized
-2-
564900DK.8A
June 25, 1997
<PAGE>
to determine the voting rights applicable to Preferred Shares, provided that the
shares of any series of Preferred Shares having voting power shall not have more
than one vote per share. As of the date of this statement, there are no
Preferred Shares designated or outstanding.
The ability of the Company's Board of Directors to issue Preferred Shares
without stockholder approval could be exercised to render more difficult the
accomplishment of mergers or other takeover or change in control attempts. To
the extent that this power of the Board of Directors has this effect, removal of
the Company's incumbent Board of Directors and management may be rendered more
difficult. Further, this may have an adverse impact on the ability of
stockholders of the Company to participate in a tender or exchange offer for the
Common Shares, and in so doing diminish the value of the Common Shares.
ITEM NO. 2. EXHIBITS.
---------
The following exhibits are filed as part of this registration statement:
1. The Company's Restated Certificate of Incorporation dated June 7,
1994.
2. The Company's Certificate of Amendment of the Certificate of
Incorporation, dated June 7, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this post-effective amendment to its registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.
SSI CAPITAL CORP., a New York corporation
By: /s/ Gary H. Schlatter
-----------------------------------
Gary H. Schlatter, President
June 26, 1997
- -------------
Date
-3-
564900DK.8A
June 25, 1997
<PAGE>
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
of
SARATOGA STANDARDBREDS, INC.
Under Section 807 of the Business Corporation Law
The undersigned, being the president and secretary of Saratoga
Standardbreds, Inc., do hereby certify:
1. The name of the corporation is Saratoga Standardbreds, Inc.
2. The Certificate of Incorporation of the Corporation was filed in the
office of the Department of State of the State of New York on January 30, 1981.
A Certificate of Amendment to the Certificate of Incorporation was filed in the
office of the Department of State of the State of New York on July 13, 1981. A
Restated Certificate of Incorporation was filed in the office of the Department
of State of the State of New York on March 3, 1982. A Certificate of Amendment
to the Certificate of Incorporation was filed in the office of the Department of
State of the State of New York on September 4, 1986. A Certificate of Amendment
to the Certificate of Incorporation was filed in the office of the Department of
State of the State of New York on October 3, 1991.
3. The text of the Certificate of Incorporation is being restated to
incorporate the following amendments: (a) to change the name of the corporation
to SSI Capital Corp.
(b) to change the address of the principal office of the corporation.
(c) to change the post office address to which process served upon
the Secretary of State is to be mailed.
(d) to elect to be subject to the provisions of Section 219 of the
New York Business Corporation Law.
EXHIBIT 1
-4-
564900DK.8A
June 25, 1997
<PAGE>
(e) to adopt provisions for the limitation of directors' liability
and relating to the indemnification of directors.
4. The text of the certificate of incorporation, as amended or changed is
hereby restated as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
SSI CAPITAL CORP.
FIRST: The name of the Corporation is SSI Capital Corp. (the
"Corporation").
SECOND: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Business Corporation
Law of the State of New York; provided, however, the Corporation is not formed
to engage in any act or activity requiring the consent or approval of any state
official, department board, agency, or other body without such consent or
approval first being obtained.
THIRD: The address, including street, number, city and county, of the
registered office of the Corporation in the State of New York is Suite 300, 330
Vanderbilt Motor Parkway, Hauppauge, New York 11788 in the County of Nassau
FOURTH: The aggregate number of shares which this corporation shall have
authority to issue is One Hundred One Million (101,000,000) Shares, One Million
(1,000,000) of which shall be Preferred Shares, each having a par value of $.01,
and One Hundred Million (100,000,000) of which shall be Common Shares, each
having a par value of $.001. The Preferred Shares are senior to the Common
Shares and the Common Shares are subject to the rights and preferences of the
Preferred Shares as hereinafter set forth. The Preferred Shares may be issued
from time to time in one or more series in any manner permitted by law, as
determined from time to time by the Board of Directors pursuant to authority
hereby vested in it. Each series shall be appropriately designated, prior to the
issuance of any shares thereof, by some distinguishing letter, number or title.
All shares of each series of Preferred Shares shall be alike in every
particular, shall be of equal rank and have the same powers, preferences and
rights, and shall be subject to the same qualifications, limitations and
restrictions, except only in regard to the following particulars, which may be
different in each series:
(a) the annual rate or rates of dividends payable thereon, if any, the
dates from which such dividends shall commence to accrue, and whether such
dividends shall be cumulative;
(b) the amount or amounts payable upon redemption thereof and the manner in
which the same may be redeemed;
-5-
564900DK.8A
June 25, 1997
<PAGE>
(c) the amount or amounts payable to holders thereof upon any voluntary or
involuntary liquidation, dissolution, or winding up of the corporation;
(d) the provisions of the sinking fund, if any, with respect thereto;
(e) the terms and rates of conversion or exchange thereof, if convertible
or exchangeable; and
(f) the provisions as to voting rights, if any, provided that the shares of
any series of Preferred Shares having voting power shall not have more than one
vote per share.
Authority is hereby vested in the Board of Directors of the Corporation to
provide for the issuance of Preferred Shares in one or more classes or series
and in connection therewith to fix by resolution providing for the issue of such
classes or series, the number of shares to be included and such of the
preferences and relative participating, optional or other special rights and
limitations of such classes or series, including, without limitation, rights of
redemption or conversion into Common Shares, to the fullest extent now or
hereafter permitted by the New York Business Corporation Law.
The Board of Directors may from time to time increase the number of shares
of any series of Preferred Shares already created by providing that any unissued
Preferred Shares shall constitute part of such series, or may decrease (but not
below the number of shares thereof then outstanding) the number of shares of any
series of Preferred Shares already created by providing that any unissued shares
previously assigned to such series shall no longer constitute part thereof. The
Board of Directors is hereby empowered to classify or reclassify any unissued
Preferred Shares by fixing or altering the terms thereof in respect of the above
mentioned particulars and by assigning the same to an existing or newly created
series from time to time before the issuance of such shares.
Except for and subject to those rights expressly granted to the holders of
the Preferred Shares, or except as may be provided by the New York Business
Corporation Law, the holders of Common Shares shall have exclusively all other
rights of shareholders including, but not by way of limitation, (i) the right to
receive dividends, when, as and if declared by the Board of Directors out of
assets lawfully available therefor, and (ii) in the event of any distribution of
assets upon liquidation, dissolution or winding up of the Corporation or
otherwise the right to receive ratably and equally all the assets and funds of
the Corporation remaining after payment to the holders of the Preferred Shares
of the Corporation of the specific amounts which they are entitled to receive
upon such liquidation, dissolution or winding up of the Corporation as herein
provided. Each Common Share issued and outstanding shall be identical in all
respects one with the other, and no dividends shall be paid on any Common Shares
unless the same dividend is paid on all Common Shares outstanding at the time of
such payment.
Each holder of Common Shares shall be entitled to one vote for each Common
Share held by him, and voting power with respect to all classes of securities of
the Corporation shall be vested solely in the Common Shares, other than as
specifically provided in the Corporation's Certificate of Incorporation, as it
may be amended, with respect to the Preferred Shares.
-6-
564900DK.8A
June 25, 1997
<PAGE>
FIFTH: The Secretary of State is designated as the agent of the Corporation
upon whom process against the corporation may be served. The post office address
to which the Secretary of State shall mail a copy of any process against the
Corporation served upon him is Edmond O'Donnell, Suite 300, 330 Vanderbilt Motor
Parkway, Hauppauge, New York 11788.
SIXTH: No holder of any shares of the Corporation of any class shall, by
virtue of being such, have any pre-emptive or other preferential right to
purchase or subscribe for any shares or other securities of the Corporation of
any kind or class whatsoever (whether or not convertible into, or exchangeable
for, or carrying options, warrants or other rights to purchase or subscribe for,
any shares of the Corporation of any class) which at any time may be issued or
sold or offered for sale by the Corporation or with respect to which there may
be granted or sold or offered for sale by the Corporation options, warrants or
other rights to purchase or subscribe for any shares or any securities of the
Corporation of any kind or class whatsoever. The term "shares" and "securities"
as used in this Article "SIXTH" shall include all shares and all securities,
respectively, of the Corporation whether the same shall hereby be, or shall
hereafter become, authorized.
SEVENTH: The Corporation expressly elects to be subject to the provisions
of Section 219 of the New York Business Corporation Law.
EIGHTH: Notwithstanding the provisions of Section 615 of the Business
Corporation Law, wherever shareholders are required or permitted to take action
by vote such action may be taken without a meeting on written consent, setting
forth the action to be taken, signed by the holders of the number of shares
which would have been required to vote in favor of the action to be taken had
the action been approved at a meeting of shareholders.
NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.
TENTH: No director of the Corporation shall be liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) imposed under the New York Business Corporation Law , or (iv) for any
transaction from which the director derived an improper personal benefit.
ELEVENTH: Except as may otherwise be specifically provided in this
Certificate of Incorporation, no provision of this certificate of incorporation
is intended by the Corporation to be construed as limiting, prohibiting, denying
or abrogating any of the general or specific powers or rights conferred upon the
Corporation under the Business Corporation Law, upon its shareholders,
bondholders and security holders, and upon its directors, officers and other
corporate personnel, including, in particular, the power of the Corporation to
furnish indemnification to directors and officers in the capacities defined and
prescribed by the Business Corporation Law and the defined and prescribed rights
of said persons to indemnification as the same are conferred under the Business
Corporation Law; provided, however, that the indemnification provisions
contained in the Business Corporation Law shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any By-Law,
-7-
564900DK.8A
June 25, 1997
<PAGE>
agreement, resolution of shareholders or disinterested directors, or otherwise,
and shall continue as to a person who has ceased to be a director, officer,
employee or agent, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall inure to the benefit of
the heirs, executors and administrators of such person.
TWELFTH: (a) The Corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was not
unlawful.
(b) The Corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent or another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for acts or omissions which were in bad faith or
involved intentional misconduct in the performance of his duty to the
Corporation unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under paragraphs (a) and (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
-8-
564900DK.8A
June 25, 1997
<PAGE>
of conduct set forth in paragraphs (a) and (b). Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article.
(f) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the New York Business Corporation Law or any By-Law, agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(g) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.
THIRTEENTH: From time to time any of the provisions of this Certification
of Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of New York at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the shareholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article.
5. This Amended and Restated Certificate of Incorporation of Saratoga
Standardbreds, Inc. was first authorized by the Board of Directors of the
Corporation on January 17, 1994 and followed by the affirmative vote of a
majority of the shareholders of the Corporation at a Special Meeting of
Shareholders called for that purpose and held on the 11th day of April, 1994.
IN WITNESS WHEREOF, the undersigned have executed and signed this Amended
and Restated Certificate of Incorporation this 7th of June, 1994.
-9-
564900DK.8A
June 25, 1997
<PAGE>
/s/ Edmond O'Donnell
-----------------------------------
Edmond O'Donnell, President
/s/ Lawrence Kaplan
-----------------------------------
Lawrence Kaplan, Secretary
STATE OF NEW YORK )
) SS.
COUNTY OF SUFFOLK )
Edmond O'Donnell, being first duly sworn, deposes and says that he is the
president of Saratoga Standardbreds, Inc., that he has read the foregoing
Certificate of Amendment and knows the contents thereof and that the statements
contained therein are true.
/s/ Edmond O'Donnell
-----------------------------
Edmond O'Donnell
Sworn to before me this 7th day of June, 1994.
/s/ Stanley A. Kaplan
- ----------------------------------- SEAL
Stanley A. Kaplan
Notary Public, State of New York
-10-
564900DK.8A
June 25, 1997
<PAGE>
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
SSI CAPITAL CORP.
Under Section 805 of the Business Corporation Law The undersigned, being
the president and secretary of Saratoga Standardbreds, Inc., do hereby certify
and set forth:
1. The name of the corporation is: SSI CAPITAL CORP.
2. The Certificate of Incorporation of the corporation was filed in the
office of the Department of State of the State of New York on January 30, 1981.
A Certificate of Amendment to the Certificate of Incorporation was filed in the
office of the Department of State of the State of New York on July 13, 1981. A
Restated Certificate of Incorporation was filed in the office of the Department
of State of the State of New York on March 3, 1982. A Certificate of Amendment
to the Certificate of Incorporation was filed in the office of the Department of
State of the State of New York on September 4, 1986. A Certificate of Amendment
to the Certificate of Incorporation was filed in the office of the Department of
State of the State of New York on October 3, 1991. An Amended and Restated
Certificate of Incorporation is intended to be filed in the office of the
Department of State of the State of New York immediately prior to the filing of
this Certificate of Amendment.
3. No change is being made in the authorized shares of the corporation.
4. There are no Preferred Shares issued or outstanding and there is no
change being made in the authorized but unissued Preferred Shares of the
corporation. The 17,494,629 issued and outstanding Common Shares of the
corporation, each having a par value of $.001 per share, are changed into
EXHIBIT 2
-11-
564900DK.8A
June 25, 1997
<PAGE>
1,749,463 Common Shares, each having a par value of $.001 per share, on the
basis of one new share for each ten present Common Shares, provided however that
in the event such conversion results in any shareholder receiving a fractional
Common Share, such shareholder shall receive the next whole number of Common
Shares. The 82,505,371 authorized but unissued Common Shares of the corporation,
each having a par value of $.001 per share, are changed into 98,250,537 Common
Shares, each having a par value of $.001 per share, on the basis of
approximately 1.1908 new shares for each one present share. Any increase or
reduction in the stated capital of the corporation resulting from the Restated
Certificate of Incorporation will be accounted for by an increase or reduction
in the corporation's capital share account and a reduction or increase in the
Corporation's paid in capital account.
5. This Amendment to the Certificate of Incorporation of the corporation
was first authorized by the Board of Directors of the corporation on January 17,
1994 and followed by the affirmative vote of a majority of the shareholders of
the corporation at a Special Meeting of Shareholders called for that purpose and
held on April 11, 1994.
IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate of amendment this 7th day of June 1994.
/s/ Edmond O'Donnell
------------------------------
Edmond O'Donnell, President
/s/ Lawrence Kaplan
------------------------------
Lawrence Kaplan, Secretary
-12-
564900DK.8A
June 25, 1997
<PAGE>
STATE OF NEW YORK )
) SS.
COUNTY OF SUFFOLK )
Edmond O'Donnell, being first duly sworn, deposes and says that he is the
president of Saratoga Standardbreds, Inc., that he has read the foregoing
certificate and knows the contents thereof and that the statements contained
therein are true.
/s/ Edmond O'Donnell
-------------------------------
Edmond O'Donnell
Sworn to before me this 7th day of June, 1994.
SEAL
Stanley A. Kaplan
Notary Public
/s/ Stanley A. Kaplan
- -------------------------------------
-13-
564900DK.8A
June 25, 1997
