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As filed with the Securities and Exchange Commission on July 13, 2000
Registration No. 000-11685
FORM 8-A
AMENDMENT NO.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RADYNE COMSTREAM INC.
(Exact name of registrant as specified in charter)
Delaware 11-2569467
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
3138 E. ELWOOD STREET
PHOENIX, ARIZONA 85072-2132
(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 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(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class
to be so Registered
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Common Stock, $.001 par value
On July 7, 2000 we completed a reincorporation merger from New York to
Delaware. As
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a result, the terms of our capital stock were altered. We hereby amend the
items, exhibits and portions of our registration statement on Form 8-A (file no.
000-11685, dated as of March 8, 1984) as set forth in the pages attached hereto:
Item 1.
Description of Securities to be Registered.
Under our certificate of incorporation the company is authorized to issue
50,000,000 shares of common stock, par value $.001 per share. Each holder of
common stock is entitled to one vote for each share on all matters to be voted
upon by the stockholders and there are no cumulative voting rights. Holders of
common stock are entitled to receive ratable dividends, if any, as may be
declared from time to time by the board of directors out of funds legally
available for that purpose. In the event of a liquidation, dissolution or
winding up of the registrant, holders of common stock would be entitled to share
in the assets remaining after the payment of liabilities and liquidation
preferences on any outstanding preferred stock. Holders of common stock have no
preemptive or conversion rights or other subscription rights and there are no
redemption or sinking fund provisions applicable to the common stock.
RESTRICTIVE PROVISIONS OF OUR BYLAWS AND CERTIFICATE OF INCORPORATION
Our certificate of incorporation precludes an interested stockholder,
generally a holder of 15% of our common stock, from engaging in a merger, asset
sale or other business combination with us for a period of 3 years after the
date of the transaction in which the person became an interested stockholder,
unless one of the following occurs:
- prior to the time the stockholder became an interested stockholder, the board
of directors approved either the business combination or the transaction
which resulted in the person becoming an interested stockholder;
- the stockholder owned at least 85% of the outstanding voting stock of the
corporation, excluding shares held by directors who were also officers or
held in certain employee stock plans, upon consummation of the transaction
which resulted in a stockholder becoming an interested stockholder; or
- the business combination was approved by the board of directors and by
two-thirds of the outstanding voting stock of the corporation, excluding
shares held by the interested stockholder.
Our bylaws require that, subject to certain exceptions, any stockholder
desiring to propose business or nominate a person to the board of directors at a
stockholders meeting must give notice of any proposals or nominations within a
specified time frame. In addition, the bylaws provide that we will hold a
special meeting of stockholders only if a majority of our directors or the
President calls the meeting or if the holders of a majority of the votes
entitled to be cast at the meeting make a written demand for the meeting. These
provisions may have the effect of precluding a nomination for the election of
directors or the conduct of business at a particular annual meeting if the
proper procedures are not followed or may discourage or deter a third party from
conducting a solicitation of proxies to elect its own slate of directors or
otherwise attempting to obtain control of us, even if the conduct of such
solicitation or such attempt might be beneficial to us and our stockholders. For
us to include a proposal in our
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annual proxy statement, the proponent and the proposal must comply with the
proxy proposal submission rules of the Securities and Exchange Commission.
Item 2.
Exhibits.
3.1 Certificate of Incorporation of the Registrant
3.2 Bylaws of the Registrant
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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, on July 13,
2000.
RADYNE COMSTREAM INC.
By: /s/ Robert C. Fitting
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Robert C. Fitting
Chief Executive Officer
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Exhibit Index
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Exhibits.
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3.1 Certificate of Incorporation of the Registrant
3.2 Bylaws of the Registrant
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