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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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VERTEX COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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TEXAS 75-1982974
(State of incorporation or organization) (I.R.S. employer identification number)
2600 N. LONGVIEW STREET
KILGORE, TEXAS 75662
(Address of principal executive offices) (Zip Code)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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COMMON STOCK, NEW YORK STOCK EXCHANGE
$.10 PAR VALUE
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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), please 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), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
GENERAL. This Registration Statement relates to the registration of the
common stock, $.10 par value per share ("Common Stock"), of Vertex
Communications Corporation, a Texas corporation (the "Company" or "Registrant"),
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Act"). The following is a description of the Company's capital stock.
The authorized stock of the Company consists of 20,000,000 shares of
Common Stock, $.10 par value per share. At March 19, 1999, there were 5,065,984
shares of Common Stock outstanding, held by approximately 2,712 beneficial
holders.
COMMON STOCK. All outstanding shares of Common Stock are fully paid and
nonassessable. All holders of Common Stock have full voting rights and are
entitled to one vote for each share held of record on all matters submitted to a
vote of the shareholders. Votes may not be cumulated in the election of
Directors. Shareholders have no preemptive, subscription or conversion rights.
The Common Stock is neither redeemable nor convertible, and there are no sinking
fund provisions. Holders of Common Stock are entitled to dividends when and as
declared by the Board of Directors from funds legally available therefor and are
entitled, in the event of liquidation, to share ratably in all assets remaining
after payment of all obligations of the Company. With respect to any action
required by the shareholders of the Company, the affirmative vote of the holders
of a majority of the Company's issued and outstanding Common Stock entitled to
vote is sufficient to authorize, affirm, ratify or consent to such action.
TRANSFER AGENT AND REGISTRAR. ChaseMellon Shareholder Services, LLC is
the registrar and transfer agent for the Common Stock.
SPECIAL MEETINGS. Special Meetings of the shareholders of the Company
may be called by the Chairman of the Board or the President, and shall be called
by the President or Secretary at the request of a majority of the Board of
Directors or by shareholders holding not less than 10% of the outstanding voting
stock of the Company.
BUSINESS COMBINATION LAW. The Company is subject to Part Thirteen (the
"Business Combination Law") of the Texas Business Corporation Act, which took
effect September 1, 1997. In general, the Business Combination Law prevents an
"affiliated shareholder" (defined generally as a person that is or was within
the preceding three-year period the beneficial owner of 20% or more of a
corporation's outstanding voting shares) or its affiliates or associates from
entering into or engaging in a "business combination" (defined generally to
include (i) mergers or share exchanges, (ii) dispositions of assets having an
aggregate value equal to 10% or more of the market value of the assets or of the
outstanding common stock or representing 10% or more of the earning power or net
income of the corporation, (iii) certain issuances or transactions by the
corporation that would increase the affiliated shareholder's number of shares of
the corporation, (iv) certain liquidations or dissolutions, and (v) the receipt
of tax, guarantee, loan or other financial benefits by an affiliated shareholder
other than proportionately as a shareholder of the corporation) with an "issuing
public corporation" (which includes the Company) during the three-year period
immediately following the affiliated shareholder's acquisition of shares unless
(a) before the date such person became an affiliated shareholder, the board of
directors of the issuing public corporation approves the business combination or
the acquisition of shares made by the affiliated shareholder on such date or (b)
not less than six months after the date such person became an affiliated
shareholder, the business combination is approved by the affirmative vote of
holders of at least two-thirds of the issuing public corporation's outstanding
voting shares not beneficially owned by the affiliated shareholder or its
affiliates or associates. The Business Combination Law does not apply to a
business combination with an affiliated shareholder that was the beneficial
owner of 20% or more of the outstanding voting shares of the issuing public
corporation on December 31, 1996,
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and continuously until the announcement date of the business combination. In
discharging the duties of director under the Business Combination Act or
otherwise, a director, in considering the best interests of the Company, may
consider the long-term as well as the short-term interests of the Company and
its shareholders, including the possibility that those interests may be best
served by the continued independence of the Company.
LIMITATION OF DIRECTOR LIABILITY AND INDEMNIFICATION ARRANGEMENTS. The
Restated Articles of Incorporation, as amended, of the Company contain a
provision that limits the liability of the Company's directors as permitted by
the Texas Miscellaneous Corporation Laws Act. The provision eliminates the
personal liability of directors to the Company and its shareholders for monetary
damages for breach of directors' fiduciary duty of care. The provision does not
change the liability of a director for breach of his duty of loyalty to the
Company or to shareholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, an act or omission for
which the liability of a director is expressly provided for by an applicable
statute, an act related to an unlawful stock repurchase or payment of a
dividend, or in respect of any transaction from which a director received an
improper personal benefit. Pursuant to the Restated Articles of Incorporation,
the liability of directors will be further limited or eliminated without action
by shareholders if Texas law is amended to further limit or eliminate the
personal liability of directors.
The Company's Bylaws, as amended, provide for the indemnification of
its officers and directors, and the advancement to them of expenses in
connection with proceedings and claims, to the fullest extent permitted by the
Texas Business Corporation Act. The Company has also entered into
indemnification agreements with each of its directors and certain of its
officers that contractually provided for indemnification and expense advancement
and include related provisions meant to facilitate the indemnitees' receipt of
such benefits. In addition, the Company may purchase directors' and officers'
liability insurance policies for its directors and officers in the future. Such
indemnification may be made even though directors and officers would not
otherwise be entitled to indemnification under other provisions of the Bylaws or
such agreements. It is the position of the Securities and Exchange Commission
that indemnification of directors and officers for liabilities arising under the
Securities Act of 1933, as amended, is against public policy and is
unenforceable pursuant to Section 14 of such act.
ITEM 2. EXHIBITS.
The following Exhibits are filed, or incorporated by reference as
permitted by Rule 12b-32 under the Act, as a part of this Registration
Statement:
1.(1) Restated Articles of Incorporation of the Registrant, with
Amendments No. 1 and No. 2 thereto.
2.(2) Bylaws of the Registrant, with Amendments No. 1 and No. 2
thereto.
3.(3) Specimen form of Stock Certificate of Common Stock.
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(1) Filed on May 22, 1998 as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3 (Registration Statement No.
333-53391) and incorporated herein by reference thereto.
(2) Filed on May 22, 1998 as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-3 (Registration Statement No.
333-53391) and incorporated herein by reference thereto.
(3) Filed herewith.
All Exhibits required by this Registration Statement will be supplied
to the New York Stock Exchange.
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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 registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
VERTEX COMMUNICATIONS CORPORATION
(Registrant)
Date: March 23, 1999 By: /s/ J. Rex Vardeman
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J. Rex Vardeman
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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1.(1) Restated Articles of Incorporation of the Registrant, with Amendments No. 1 and No. 2 thereto.
2.(2) Bylaws of the Registrant, with Amendments No. 1 and No. 2 thereto.
3.(3) Specimen form of Stock Certificate of Common Stock.
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(1) Filed on May 22, 1998 as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-3 (Registration Statement No. 333-53391) and
incorporated herein by reference thereto.
(2) Filed on May 22, 1998 as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3 (Registration Statement No. 333-53391) and
incorporated herein by reference thereto.
(3) Filed herewith.
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EXHIBIT 99.3
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NUMBER VERTEX COMMUNICATIONS CORPORATION [SHARES]
DS
INCORPORATED UNDER THE LAWS THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY AND RIDGEFIELD PARK, NJ CUSIP 925320 10 3
OF THE STATE OF TEXAS
COMMON STOCK, $.10 PAR VALUE SEE REVERSE FOR
CERTAIN LEGENDS
This CERTIFIES That
is the OWNER of
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, OF THE PAR VALUE $.10 PER SHARE OF
VERTEX COMMUNICATIONS CORPORATION
(herein referred to as the "Corporation"), transferable on the books of the Corporation in the manner prescribed by law and in its
by-laws by the said holder in person or by duly authorized attorney-in-fact, upon surrender of this certificate properly endorsed.
This certificate and the shares represented hereby are issued under and shall be subject to all of the provisions of the
Corporation's Articles of Incorporation and any amendments thereto, copies of which are on file with the Corporation and its
transfer agent, to all of which the holder, by acceptance hereof, assents.
This Certificate is not valid unless countersigned by the transfer agent and registered by the registrar of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized President and its duly
authorized Secretary and its facsimile seal to be hereunto affixed.
Dated:
/s/ [ILLEGIBLE]
COUNTERSIGNED AND REGISTERED:
PRESIDENT CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT
AND REGISTRAR
/s/ [ILLEGIBLE] [SEAL] By
SECRETARY
AUTHORIZED SIGNATURE
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VERTEX COMMUNICATIONS CORPORATION
THE ARTICLES OF INCORPORATION, AS AMENDED AND RESTATED, OF THE CORPORATION
ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF TEXAS SET FORTH A FULL
STATEMENT OF (A) THE DENIAL TO SHAREHOLDERS OF PREEMPTIVE RIGHTS TO ACQUIRE
UNISSUED OR TREASURY SHARES OR OTHER SECURITIES OF THE CORPORATION, AND (B) THE
DENIAL TO SHAREHOLDERS OF THE RIGHT OF CUMULATIVE VOTING. THE CORPORATION WILL
FURNISH A COPY OF SUCH STATEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE
WITHOUT CHARGE ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF
BUSINESS OR REGISTERED OFFICE OR THE OFFICE OF ITS TRANSFER AGENT.
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:
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TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian ___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________________
in common (State)
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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
[ ]
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE)
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- ----------------------------------------------------------------------- Shares
of the Common 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.
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Notice: the Signature(s) to this
assignment must correspond with the
name(s) as written upon the face of the
certificate in every particular, without
alteration or enlargement or any change
whatever.
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SIGNATURE(S) MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A
MEMBER FIRM OF A MAJOR STOCK EXCHANGE.
