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UNITED STATES
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
SECURITIES EXCHANGE ACT OF 1934
GENCOR INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 59-09 33147
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5201 North Orange Blossom Trail Orlando, Florida 32810
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(Address of principal executive offices) (Zip Code)
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
Common Stock American Stock Exchange
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction 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(g) of the Act:
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1: Description of Registrant's Securities to be Registered:
Common Stock
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The Registrant has issued and outstanding Common Stock and Class B
Stock. Only the Common Stock is being registered hereby. Pursuant to the
Registrant's Restated Certificate of Incorporation, holders of Class B Stock,
voting separately as a class, have the right to elect that number of directors
to that 75% (calculated to the nearest whole number rounding a fractional number
of five-tenths (.5) to the next highest whole number) of the total number of
directors of the Registrant fixed from time to time by, or in the manner
provided for in the by-laws; and the holders of Common Stock have the right,
voting separately as a class, to elect the other approximately 25% of such total
number of directors.
While any shares of Class B Stock are outstanding, the approval by a
majority of the votes entitled to be case by the holders of the Common Stock and
the approval by a majority of the votes entitled to be cast by the holders of
the Class B Stock, each such class voting separately as a class, shall be
required in the event of certain mergers or consolidations of the Registrant
into another entity or the sale, lease or other disposition of substantially all
of the assets of the Registrant; (ii) any additional issuance of Class B Stock
other than in connection with stock-splits and shares dividends of Class B
Stock; or the exercise of stock-options; and (iii) any modification, alteration,
amendment to the Restated Certificate of Incorporation other than an amendment
to fix, change or designate the terms, other than conversion rights into shares
of Class B Stock, of the Registrant's Preferred Stock; and (iv) on an other
matters requiring a separate vote by classes provided for under the Delaware
General Corporation Law.
As of January 1, 1996, Common Stock and Class B Stock have equal rights
per share to receive cash dividends. Common Stock and Class B Stock are equal in
respect of rights of dividends and distributions when and as declared, however,
in respect of share dividends or other share distributions, only Common Stock
shall be distributed with respect to Common Stock, and only Class B Stock shall
be distributed with respect to Class B Stock.
Except as otherwise required by the Delaware General Corporation Law or
otherwise provided in the Registrant's Restated Certificate of Incorporation,
discussed above, each
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share of Common Stock and each share of Class B Stock shall have identical
powers, preferences, and rights, including rights in liquidation.
Pursuant to the Registrant's bylaws, a quorum for conducting shareholders'
meetings consists of the holders of a majority of the issued and outstanding
shares of each class (i.e., Common Stock and Class B Stock) entitled to vote
thereat.
Item 2. Exhibits (as filed with the American Stock Exchange)
1. Form 10-K annual report for the fiscal year ended September 30, 1995.
2. Form 10-Q quarterly report for the fiscal quarters December 31, 1995.
3. Proxy Statement for the fiscal year ended September 30, 1995.
4. Restated Certificate of Incorporation, as amended.
5. Bylaws.
6. Specimen common stock certificate.
7. Annual report submitted to stockholders for the fiscal year ended
September 30, 1995.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement on Form 8-A
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 22, 1996.
GENCOR INDUSTRIES, INC.
By: /s/ Russell R. Lee III
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Russell R. Lee III
Treasurer
