SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
OPTICAL COATING LABORATORY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 68-0164244
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
2789 NORTHPOINT PARKWAY
SANTA ROSA, CALIFORNIA 95407
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the registration of If this form relates
a class of securities pursuant to Section to the registration of a
12(b) of the Exchange Act and is effective class of securities
pursuant to General Instruction A.(c), pursuant to Section 12(g)
please check the following box. [ ] of the Exchange Act and
is effective pursuant
to General Instruction
A.(d), please check the
following box. [X]
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
------------------- ------------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
This Amendment No. 1 to the Registration Statement on Form 8-A of
Optical Coating Laboratory, Inc. ("OCLI") amends the description of
OCLI's common stock included in a registration statement on Form 8-A
originally filed with the Securities and Exchange Commission. The
following summary of certain provisions of the common stock and
preferred stock highlights certain provisions of the OCLI restated
articles of incorporation, as amended and the OCLI bylaws, as amended,
and is not complete. You should read carefully the certificate and
bylaws, which are included (by incorporation by reference) as exhibits
to this Amendment No. 1 to the Registration Statement on Form 8-A.
General
We have authorized capital stock of 30,000,000 shares of common
stock, $0.01 par value, and 100,000 shares of preferred stock, $0.01
par value. As of March 31, 1999, 12,6504,346 shares of common stock
were outstanding, held by 858 stockholders of record.
Common Stock
The holders of common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of
stockholders. The holders of common stock are entitled to receive
ratably such dividends, if any, as may declared from time to time by
the board out of funds legally available therefor.
In the event of a liquidation, dissolution or winding up of OCLI,
the holders of common stock are entitled to share ratably in all
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assets remaining after payment of liabilities. Holders of common
stock have no preemptive rights or rights to convert their common
stock into any other securities. There are no redemption or sinking
fund provisions applicable to the common stock. All shares of common
stock are, and the shares of common stock be outstanding upon
completion of this offering will be, fully paid and non-assessable.
Preferred Stock
The board is authorized, without further stockholder action, to
issue up to 100,000 undesignated shares of preferred stock in one or
more series and to fix the voting rights, liquidation preferences,
dividend rights, repurchase rights, conversion rights, preemption
rights, redemption rights and terms, including sinking fund
provisions, and certain other rights and preferences of such shares of
the preferred stock. The board has previously designated 10,000
shares of preferred stock as Series A Preferred Stock in connection
with our stockholders' rights plan described below, none of which have
been issued, and 15,000 shares as Series B Cumulative Convertible
Preferred Stock, of which 6,650 remain available for future issuance.
The issuance of any series of preferred stock could adversely affect
the rights of the holders of common stock by restricting dividends on,
diluting the power of, or impairing the liquidation rights of common
stock, or delaying, deferring or preventing a change in control of
OCLI. We have no present plans to issue any preferred stock.
Transfer Agent
Our transfer agent and registrar for our common stock is
ChaseMellon Shareholder Services.
Anti-Takeover Provisions in Charter Documents
We have adopted provisions in our Amended and Restated
Certificate of Incorporation that do the following: eliminate the
right of stockholders to call a special meeting of stockholders;
require stockholders to give us advance notice of intent to nominate
directors or bring matters before a meeting of stockholders; and limit
the ability of stockholders to take action by written consent or
remove a director without cause.
We also have a stockholders' rights plan, commonly referred to as
a "poison pill," that makes it difficult, if not impossible, for a
person to acquire control of us without the consent of our Board of
Directors.
These provisions could adversely affect the rights of the holders of
common stock by delaying, deferring or preventing a change in control
of OCLI.
Effect of Delaware Anti-Takeover Statute
We are subject to Section 203 of the Delaware General Corporation
Law, which, subject to certain exceptions, prohibits a publicly held
Delaware corporation from engaging in any "business combination" with
any "interested stockholder" for a period of three years following the
date that such stockholder became an interested stockholder, unless:
prior to such date, the board of directors of the corporation
approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder;
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upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced; and
on or subsequent to such date, the business combination is
approved by the board of directors and authorized at an annual or
special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3 % of the outstanding voting stock
that is not owned by the interested stockholder.
Section 203 defines "business combination" to include: any merger or
consolidation involving the corporation and the interested
stockholder, any sale, transfer, pledge or other disposition of 10% or
more of the assets of the corporation involving the interested
stockholder; subject to certain exceptions, any transaction that
results in the issuance or transfer by the corporation of any stock of
the corporation to the interested stockholder; any transaction
involving the corporation that has the effect of increasing the
proportionate share of the stock of any class or series of the
corporation beneficially owned by the interested stockholder; and the
receipt by the "interested stockholder" of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by
or through the corporation.
In general, Section 203 defines an interested stockholder as an entity
or person beneficially owning 15% or more of the outstanding voting
stock of the corporation and any entity or person affiliated with or
controlling or controlled by such entity or person.
Item 2. Exhibits
The following exhibits are filed as a part of this Registration
Statement:
Exhibit No. Description
- --------------- -----------------------------------------------
1 Restated Certificate of Incorporation of the
Registrant, as amended. (Incorporated by
reference to Exhibit 4(a) of the Registrant's
Report on Form 10-Q for the quarter ended July 31,
1988.
2 Bylaws of the Registrant, as amended.
(Incorporated by reference to Exhibit (3)(b) of
the Registrant's Report on Form 8 under Item 5
dated November 20, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
amendment to the registration statement to be signed on its behalf by
the undersigned, thereto duly authorized, in Santa Rosa, California on
May 5, 1999.
OPTICAL COATING LABORATORY, INC.
By: /s/ CRAIG B. COLLINS
--------------------------
Craig B. Collins
Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
The following exhibits are filed as a part of this Registration
Statement:
Exhibit No. Description
- ---------------- -----------------------------------------------
1 Restated Certificate of Incorporation of the
Registrant, as amended. (Incorporated by
reference to Exhibit 4(a) of the Registrant's
Report on Form 10-Q for the quarter ended July 31,
1988.
2 Bylaws of the Registrant, as amended.
(Incorporated by reference to Exhibit (3)(b) of
the Registrant's Report on Form 8 under Item 5
dated November 20, 1997.
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