SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Winland Electronics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-0992135
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1950 Excel Drive, Mankato, Minnesota 56001
(Address of Principal Executive Offices) (Zip Code)
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
Common Stock, $.01 par value American Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
None
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Our Articles of Incorporation, as amended, authorize the issuance of
20,000,000 shares of Common Stock, $.01 par value. As of December 31, 1999,
2,898,631 shares were issued and outstanding. The holders of our Common Stock:
(i) have equal ratable rights to dividends from funds legally available
therefor, when, as and if declared by our Board of Directors; (ii) are entitled
to share ratably in all the assets available for distribution to holders of the
Common Stock upon liquidation, dissolution or winding up of the affairs of
Winland; and (iii) are entitled to one vote per share on all matters on which
stockholders may vote at all meetings of stockholders. All shares of Common
Stock now outstanding are fully paid and nonassessable. There are no redemption,
sinking fund, conversion or preemptive rights with respect to the shares of
Common Stock. The holders of the Common Stock do not have cumulative voting
rights. The holders of a majority of such outstanding shares voting for the
election of directors can elect all of our directors to be elected, if they so
choose. In such event, the holders of the remaining shares will not be able to
elect any of the directors.
Item 2. Exhibits.
See Exhibit Index immediately following signature page.
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.
Dated: January 24, 2000
WINLAND ELECTRONICS, INC.
By /s/ W. K. Hankins
W.K. Hankins, Chief Executive Officer
<PAGE>
WINLAND ELECTRONICS, INC.
EXHIBIT INDEX
to
FORM 8-A
Exhibit
1.1* Specimen of Common Stock certificate -- incorporated by reference to
Exhibit 4 to Form S-4 Registration Statement, Reg. No. 33-31246
2.1* Restated Articles of Incorporation of the Registrant -- incorporated by
reference to Exhibit 3.1 to Registrant's Form 10-KSB for fiscal year
ended December 31, 1994
2.2* Restated Bylaws of the Registrant -- incorporated by reference to
Exhibit 3.2 to Form S-4 Registration Statement, Reg. No. 33-31246
*Incorporated by reference
