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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
QUESTRON TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2257354
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(State of incorporation (IRS Employer
or organization) Identification No.)
6400 CONGRESS AVENUE,
SUITE 200
BOCA RATON, FLORIDA 33487
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(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE.
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:
UNITS
SERIES B CONVERTIBLE PREFERRED STOCK
SERIES IV COMMON STOCK PURCHASE WARRANTS
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the descriptions of the terms of (a) the Units,
each consisting of one share of Series B Preferred Stock and one Series IV
Warrant (the "Units"), (b) the Series B Convertible Preferred Stock, par value
$.01 per share (the "Series B Preferred Stock"), and (c) the Series IV Common
Stock Purchase Warrants (the "Series IV Warrants") of the Registrant set forth
under the caption "Description of Securities" appearing in the Prospectus
contained in Registrant's Registration Statement on Form SB-2 (the
"Registration Statement"), as filed with the Securities and Exchange
Commission on December 19, 1996 (Registration No. 333-18243). As of the date
hereof, no Units are outstanding. As of the date hereof, no shares of Series B
Preferred Stock are outstanding. Each share of the Series B Preferred Stock
shall automatically convert on the second anniversary of the effective date of
the Registration Statement (the "Effective Date"), into that number of shares
of Common Stock, par value $.001 per share, of the Corporation ("Common
Stock") equal to the portion of the offering price attributable to the Series
B Preferred Stock ($5.75) divided by 80% of the closing price per share of the
Common Stock as reported by the Nasdaq SmallCap Market on the trading day
immediately preceding the Effective Date. As of the date hereof, 2,750,000
Series IV Warrants are outstanding. The Series IV Warrants shall be
exercisable commencing one year from the Effective Date and shall entitle the
holder thereof to purchase one share of Common Stock at an exercise price
equal to 115% of the closing market price per share of the Common Stock on the
day preceding the Effective Date during the four year period commencing one
year from the Effective Date.
ITEM 2. EXHIBITS.
The following exhibits, including exhibits incorporated herein by
reference, are filed as a part of this registration statement pursuant to the
requirements of Instruction I of Form 8-A:
1. Stock Purchase Agreement, dated as of December 16, 1996 relating to Webb
Distribution, Inc., incorporated by reference to Exhibit 2.0 of
Registrant's Form SB-2 filed with the Securities and Exchange Commission
on December 19, 1996 (Registration No. 333-18243).
2. Specimen Preferred Stock Certificate.
3. Certificate of Designations, Preferences and Rights of the Registrant's
Series B Convertible Preferred Stock.
4. Form of Series IV Warrant Agreement, incorporated by reference to Exhibit
4.3 of the Registrant's Form SB-2 filed with the Securities and Exchange
Commission on December 19, 1996 (Registration No. 333-18243).
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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.
QUESTRON TECHNOLOGY, INC.
Date: February 5, 1997 By: /s/ DOMINIC A. POLIMENI
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Dominic A. Polimeni
Chairman, President and
Chief Executive Officer
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INDEX TO EXHIBITS
1. Stock Purchase Agreement, dated as of December 16, 1996 relating to Webb
Distribution, Inc., incorporated by reference to Exhibit 2.0 of
Registrant's Form SB-2 filed with the Securities and Exchange Commission
on December 19, 1996 (Registration No. 333-18243).
2. Specimen Preferred Stock Certificate.
3. Certificate of Designations, Preferences and Rights of the Registrant's
Series B Convertible Preferred Stock.
4. Form of Series IV Warrant Agreement, incorporated by reference to Exhibit
4.3 of the Registrant's Form SB-2 filed with the Securities and Exchange
Commission on December 19, 1996 (Registration No. 333-18243).
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[STOCK CERTIFICATE]
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NUMBER SHARES
L QUESTRON TECHNOLOGY, INC.
6,000,000 SHARES SERIES B 2% CUMULATIVE CONVERTIBLE PREFERRED STOCK
PAR VALUE ONE ($.01) CENTS EACH
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 748372 30 7
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THIS CERTIFIES that: PREFERRED STOCK
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is the owner of
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES B 2% CUMULATIVE CONVERTIBLE
PREFERRED STOCK OF
QUESTRON TECHNOLOGY, INC.
transferable only on the books of the Corporation in person or by attorney
upon surrender of this certificate properly endorsed. The Corporation will
furnish to any stockholder, upon request and without charge, a statement of
the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof authorized to be
issued and qualifications, limitations or restrictions of such preferences
and/or rights.
This certificate is not valid unless countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers
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Dated
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/s/ Milton M. Adler /s/ Dominic A. Polimeni
SECRETARY PRESIDENT
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COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, NEW YORK) TRANSFER AGENT
AND REGISTRAR
By AUTHORIZED SIGNATURE
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The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - _______________ Custodian ________________
(Cust) (Minor)
under Uniform Gifts to Minors
Act _____________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
:-------------------------------------:
: :
:-------------------------------------:
_____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_____________________________________________________________________________
_____________________________________________________________________________
______________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
___________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________________
______________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER
_______________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
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CERTIFICATE OF DESIGNATION
ESTABLISHING A SERIES OF PREFERRED STOCK
of
QUESTRON TECHNOLOGY, INC.
To the Secretary of State of the State of Delaware:
QUESTRON TECHNOLOGY, INC. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State
of Delaware, does hereby certify that: pursuant to the provisions of Sections
151(a) and 151(g) of the General Corporation Law of the State of Delaware, the
following resolution establishing and designating a series of shares of
preferred stock and fixing and determining the relative rights and preferences
thereof was duly adopted by the Board of Directors of the Corporation on
December 27, 1996.
"RESOLVED, that pursuant to the authority expressly granted to and vested
in the Board of Directors of this Corporation in accordance with the
provisions of its Certificate of Incorporation as amended, a series of
preferred stock, $.01 par value per share, of the Corporation be established
and given the distinctive designation of "Series B Convertible Preferred
Stock" the ("Series B Preferred Stock"). The number of shares of the Series B
Convertible Preferred Stock authorized to be issued by the Corporation shall
be 1,250,000 shares. The rights, preferences, privileges and restrictions
granted to and imposed upon the Series B Convertible Preferred Stock are as
set forth on the attached Exhibit I."
IN WITNESS WHEREOF, Questron Technology, Inc. has caused
this Certificate to be signed by its President and attested by its Secretary,
this 3rd day of February, 1997.
QUESTRON TECHNOLOGY, INC.
By: /s/ DOMINIC A. POLIMENI
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DOMINIC A. POLIMENI
President
ATTEST:
/s/ MILTON M. ADLER
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Secretary
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EXHIBIT I
1. Voting
(a) Except as provided in Sections 1(b) and 1(c) the holders of the
Series B Preferred Stock shall have no right to vote on matters submitted
to the stockholders of the Corporation.
(b) The holders of the Series B Preferred Stock shall be entitled to
that number of votes per share of Series B Preferred Stock equal to the
number of shares of Common Stock into which such share of Series B
Preferred Stock is convertible. Such holders shall be entitled to cast
such votes on any matter which is submitted to the holders of the
Corporation's Common Stock and, except as provided in Section 1(c), shall
vote with the holders of the Common Stock as a single class.
(c) The Corporation shall not, without the affirmative vote or
consent of the holders of shares representing at least a majority of the
shares of Series B Preferred Stock then outstanding, acting as a separate
class:
(i) in any manner authorize or create any class of capital
stock ranking, either as to payment of dividends or distribution of
assets, prior to or on a parity with the Series B Preferred Stock;
or
(ii) in any manner alter or change the designations, powers,
preferences or rights or the qualifications, limitations or
restrictions of the Series B Preferred Stock;
provided, however, that, except as otherwise provided by law, any such
vote or consent by the holders of the Series B Preferred Stock shall be
sufficient authorization, insofar as the need to obtain approval of the Series
B Preferred Stock is concerned, for any such action, and when such action is
effected upon such vote or consent of the Series B Preferred Stock, holders of
shares of the Series B Preferred Stock dissenting from such action shall not
have any rights to payment for their shares by reason of this provision.
2. Rights on Liquidation, Dissolution or Winding Up
In the event of any liquidation, dissolution or winding up of the
Corporation, the holders of shares of the Series B Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders, whether from capital, surplus
or earnings, before any payment shall be made to the holders of shares of any
other class or series of the capital stock of the Corporation, $.01 per share
of Series B Preferred Stock together with any accrued but unpaid dividends
(whether or not declared) to the date of payment. If,
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upon any liquidation, dissolution or winding up of the Corporation, the assets
of the Corporation available for distribution to its stockholders shall be
insufficient to pay the holders of shares of the Series B Preferred Stock, the
full amounts to which they respectively shall be entitled, the holders of
share of the Series B Preferred Stock shall share ratably in any distribution
of assets in proportion of their respective ownership of Series B Preferred
Stock. In the event of any liquidation, dissolution or winding up of the
Corporation, after payment shall have been made to the holders of shares of
the Series B Preferred Stock of the full amount to which they shall be
entitled as aforesaid, the holders of shares of all other classes and series
of the capital stock of the Corporation, to the exclusion of the holders of
shares of the Series B Preferred Stock, shall be entitled to share, according
to their respective rights and preferences, in all remaining assets of the
Corporation available for distribution to its stockholders. The consolidation
or merger of the Corporation with or into any other corporation or
corporations shall not be deemed to be a liquidation, dissolution or winding
up of the Corporation unless the effect thereof shall be to cause a
distribution of assets among its stockholders.
3. Conversion and Dividends
(a) Each share of the Series B Preferred Stock shall automatically
convert on the second anniversary of the effective date of the
registration statement filed by the Corporation under the Securities Act
of 1933 relating to the Series B Preferred Stock (the "Effective Date"),
without any action on the part of the holder thereof or the Corporation,
into that number of shares of Common Stock, par value $.001 per share, of
the Corporation ("Common Stock") equal to the offering price attributable
to the Series B Preferred Stock ($5.75) divided by 80% of the closing
price per share of Common Stock as reported by the Nasdaq SmallCap Market
on the trading day immediately preceding the Effective Date. Holders of
the Series B Preferred Stock will be entitled, when and as declared by
the Board of Directors, to receive, in respect of the two years before
the Series B Preferred Stock converts, an annual dividend per share equal
to 2% of the $5.75 offering price of the Series B Preferred Stock sold as
part of the Units, or $0.115 per share. Such dividends shall accrue from
the Effective Date and shall be payable on each of the two anniversaries
following the Effective Date, in cash or shares of Common Stock at the
option of the Corporation. The aforementioned dividends shall be
cumulative and no dividends shall be paid or set apart in respect of the
Common Stock or any other class of securities which ranks junior to the
Series B Preferred Stock unless and until all accrued and unpaid
dividends upon such Series B Preferred Stock have been paid or set apart
in full. No interest shall accrue with respect to dividends in arrears.
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(b) The number of shares of Common Stock to be issued upon the
conversion of Series B Preferred Stock shall be subject to proportional
adjustment from time to time as follows:
(i) If the Corporation at any time shall consolidate or merge
with or sell or convey all or substantially all of its assets to any
other corporation or partnership, the shares of the Series B
Preferred Stock then outstanding shall be convertible into such
number and kind of securities and property as would have been
issuable or distributable on account of such consolidation, merger,
sale or conveyance upon or with respect to the shares of Common
Stock into which the Series B Preferred Stock is convertible.
(ii) If the Corporation shall at any time reclassify or
change the outstanding Common Stock into a different type of
security or securities or other property ("Reclassified
Securities"), then each holder of Series B Preferred Stock, at such
holder's sole option, shall thereafter be entitled to convert any
share of Series B Preferred Stock held by such holder into such
number of Reclassified Securities as would have been issuable to
such holder of Series B Preferred Stock, had such holder converted
such share of Series B Preferred Stock into Common Stock immediately
prior to the reclassification or change of Common Stock into such
Reclassified Securities.
(iii) If the Corporation at any time pays to the holders of the
Common Stock a dividend in Common Stock, the number of shares of
Common Stock issuable upon conversion of the then outstanding shares
of the Series B Preferred Stock shall be proportionately increased,
effective as of the close of business on the record date for
determination of the holders of the Common Stock entitled to such
dividend.
(c) The Corporation shall undertake to have authorized and
thereafter reserve and keep available out of its authorized but unissued
shares of Common Stock or its treasury shares, solely for the purpose of
issuing upon the conversion of the shares of the Series B Preferred
Stock, such number of shares of Common Stock as shall then be issuable
upon the conversion of all of the then outstanding shares of the Series B
Preferred Stock.
4. No Reissuance of Series B Preferred Stock. No share or shares of the
Series B Preferred Stock acquired by the Corporation by reason of purchase,
conversion or otherwise shall be reissued, and all such shares shall be
cancelled, retired and eliminated from the shares which the Corporation shall
be authorized to issue.
5. Notices. Any notice or other communication under the provisions of
this Certificate shall be in writing, and shall be given by postage prepaid,
first class mail, receipt requested,
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by hand delivery with an acknowledgement copy, or by any reputable service
which guarantees over night delivery ("Over Night Mail"), directed to the
Corporation at 6400 Congress Avenue, Suite 200, Boca Raton, Florida 33487, and
to the Holders at their respective addresses as set forth in the records of
the Corporation, or to any new address of which the Corporation or any Holder
shall have informed the others by the giving of notice in the manner provided
herein. Such notice or communication shall be effective, if sent by mail,
three (3) days after it is mailed within the continental United States; if
sent by Over Night Mail, one day after it is mailed; or by hand delivery, upon
receipt.
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