File No. 0-11370
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
CERPROBE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 86-0312814
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
600 South Rockford Drive, Tempe, Arizona 85281
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(Address of principal executive offices) (Zip Code)
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:
Common Stock, $.05 par value
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Title of class
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Item 1. As amended:
Description of Registrant's Securities to be Registered.
Common Stock, $.05 Par Value
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The capital stock of CerProbe Corporation (the "Company" or
"Registrant") being registered is the Registrant's common stock, par value $.05
per share (the "Common Stock").
Except regarding the election of directors, the holders of Common Stock
are entitled to one vote for each share on all matters submitted to a vote of
stockholders. Every stockholder entitled to vote at any election for directors
has the right to cumulate his votes. Subject to preferences that may be
applicable to any then outstanding preferred stock, the holders of Common Stock
will be entitled to receive such dividends, if any, as may be declared by the
Board of Directors from time to time out of legally available funds. Upon
liquidation, dissolution or winding up of the Company, the holders of Common
Stock will be entitled to share ratably in all assets of the Company that are
legally available for distribution, after payment of all debts and other
liabilities and subject to the prior rights of holders of any preferred stock
then outstanding. The holders of Common Stock have no preemptive, subscription,
redemption, or conversion rights. The rights, preferences and privileges of
holders of Common Stock will be subject to the rights of the holders of shares
of any series of preferred stock that the Company may issue in the future.
The Company's Certificate of Incorporation (the "Certificate") and
Bylaws (the "Bylaws") contain a number of other provisions relating to corporate
governance and to the rights of stockholders. These provisions include (a) the
authority of the Board of Directors to fill vacancies on the Board of Directors;
(b) the authority of the Board of Directors to issue series of preferred stock
with such voting rights and other powers as the Board of Directors may
determine; (c) notice requirements relating to nominations to the Board of
Directors; and (d) a provision that special meetings of the stockholders may be
called only by the Chairman of the Board, the President or the Board of
Directors or by written demand of the holders of 33% of all issued and
outstanding shares of the Corporation entitled to vote at such meeting.
Item 2. Exhibits. As amended:
Exhibit No. Description
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3(a) Certificate of Incorporation of the Company dated March 14,
1987, as filed with the Secretary of State of Delaware and
filed as Exhibit 4(a) to the Company's Form 10-Q for the
period ended June 30, 1987 and incorporated herein by
reference.
3(b) Bylaws of the Company dated March 14, 1987, filed as Exhibit
4(b) to the Company's Form 10-Q for the period ended June 30,
1987 and incorporated herein by reference.
4(a) Specimen Stock Certificate filed as Exhibit 4(c) to the
Company's Form S-18 Registration Statement (No. 2-85679) and
incorporated herein by reference.
4(b) Specimen Convertible Subordinated Debenture filed as Exhibit
4(b) to the Company's Form 10-K for the year ended December
31, 1990 and incorporated herein by reference.
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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, thereto duly authorized.
CERPROBE CORPORATION
By: /s/ C. Zane Close
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C. Zane Close
President and Chief Executive Officer
Date: 3/25/96
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