SEQUOIA SYSTEMS INC
10-C, 1995-04-11
COMPUTER INTEGRATED SYSTEMS DESIGN
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                                                           |    OMB APPROVAL   |
                                                           ---------------------
                                 UNITED STATES             |    OMB Number:    |
                      SECURITIES AND EXCHANGE COMMISSION   |     3235-0191     |
                            Washington, D.C. 20549         | Expires:          |
                                                           |  November 30, 1996|
                                                           | Estimated         |
                                                           |  average burden   |
                                                           |  hours per        |
                                   FORM 10-C               |  response....0.20 |
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                REPORT BY ISSUER OF SECURITES QUOTED ON NASDAQ
                         INTERDEALER QUOTATION SYSTEM

 Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                     and Rule 13a-17 or 15d-17 thereunder


                             Sequoia Systems, Inc.
- --------------------------------------------------------------------------------
                (Exact name of issuer as specified in charter)

             400 Nickerson Road, Marlborough, Massachusetts 01752
- --------------------------------------------------------------------------------
                   (Address of principal executive offices)

Issuer's telephone number, including area code     (508) 480-0800
                                              ----------------------------------


                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING

  Indicate any change (increase or decrease) of 5% or more in the number of
  shares outstanding:

  1. Title of security    Common Stock, $.40 par value per share
                      ----------------------------------------------------------
  2. Number of shares outstanding before the change    9,866,956
                                                   -----------------------------
  3. Number of shares outstanding after the change    15,139,900
                                                  ------------------------------
  4. Effective date of change    March 31, 1995
                             ---------------------------------------------------
  5. Method of change:
     Specify method (such as merger, acquisition, exchange, distribution, stock
     split, reverse split, acquisition of stock for treasury, etc.)    Merger
                                                                   -------------
     Give brief description of transaction    Stock issued in a registered 
                                          --------------------------------------
     exchange offer for all of the outstanding common stock of SPCO, Inc. and
     ---------------------------------------------------------------------------
     two majority-controlled subsidiaries of SPCO, Inc., and as part of the
     ---------------------------------------------------------------------------
     merger of SPCO with a wholly-owned subsidiary of Sequoia Systems, Inc.
     ---------------------------------------------------------------------------

                         II. CHANGE IN NAME OF ISSUER

  1. Name prior to change    Not Applicable
                         -------------------------------------------------------
  2. Name after change
                      ----------------------------------------------------------
  3. Effective date of charter amendment changing name
                                                      --------------------------
  4. Date of shareholder approval of change, if required
                                                        ------------------------

Date   April 10, 1995                     /s/  Richard B. Goldman
    ----------------------------------    --------------------------------------
                                               (Officer's signature & title)
                                          Richard B. Goldman
                                          Vice President Finance
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                                 INSTRUCTIONS

A. Form 10-C shall be used for reports under Section 13, or 15(d) of the 
   Securities Exchange Act of 1934 filed pursuant to Rule 13a-17, or 15d-17,
   thereunder.

B. Four copies of each report on this form shall be filed with the Securities 
   and Exchange Commission at 450 5th Street, N.W., Washington, D.C. 20549.
   In addition, a copy shall be furnished to the National Association of 
   Securities Dealers, Inc. (NASD), Department F-10-S, 17 Battery Place, New 
   York, New York 10004. At least one of the copies filed shall be manually
   signed by an officer of the issuer. Unsigned copies shall be conformed.

C. Each report shall be filed by an issuer upon being notified that any class
   of its securities is to be quoted on the NASDAQ interdealer quotations 
   system not later than ten days after the first date on which any aggregate
   increase or decrease in the amount of securities of such class outstanding
   exceeds five percent of the amount of the class outstanding as last reported.
   A report shall also be required from any issuer quoted on the system of any 
   corporate name change not later than 10 days after the change.

D. The General Rules and Regulations under the Act contain certain general 
   requirements applicable to reports on any form. These general requirements
   should be carefully read and observed in the preparation and filing of 
   reports on this form.

E. The Commission does not furnish blank forms for its filing requirements. 
   However, copies of this form may be duplicated in reporting the requested
   information.

F. Nothing required by this form shall be construed, however, to relieve any 
   issuer of any obligations to file any other report required under this Act
   or rules promulgated thereunder with respect to the changes set forth in
   instruction C above.




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