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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
GTS Duratek, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 22-2476180
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(State of incorporation or organization) (IRS Employer
Identification No.)
8955 Guilford Road, Suite 200, Columbia MD 21046
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(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
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None
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Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock (par value $.01 per share)
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED:
COMMON STOCK
The Company is authorized to issue 20,000,000 shares of Common Stock, $.01
par value. As of March 31, 1995, 8,690,317 shares of Common Stock were issued
and outstanding and 3,973,401 shares were reserved for issuance upon
exercise of warrants or options.
The holders of Common Stock are entitled to one vote per share on all
matters voted on by stockholders, including the election of directors. There is
no cumulative voting for the election of directors. Subject to the preferential
rights of the Convertible Preferred Stock and any series of preferred stock that
may be authorized and issued hereafter, the holders of Common Stock are entitled
to such dividends as may be declared from time to time by the Board of Directors
from funds available therefor. Upon liquidation, dissolution or winding-up of
the Company, the holders of the Common Stock will be entitled to share ratably
all assets of the Company available for distribution to such holders after
payment of liabilities, subject to prior distribution rights of holders of any
shares of Convertible Preferred Stock and any preferred stock authorized, issued
and outstanding hereafter. No holder of Common Stock has any preemptive rights
to subscribe for any securities of the Company of any kind or class. All
outstanding shares of Common Stock are fully paid and non-assessable and all
shares of Common Stock to be outstanding upon exercise of outstanding warrants
or options will be fully paid and non-assessable. The rights, preferences and
privileges of holders of Common Stock are subject to the rights, preferences and
privileges of the Convertible Preferred Stock and will be subject to the rights,
preferences and privileges of any series of preferred stock which the Company
may authorize and issue in the future.
The transfer agent and registrar for the Common Stock of the Company is
Harris Trust Company of New York.
PREFERRED STOCK
The Company is authorized to issue 5,000,000 shares of Preferred
Stock, $.01 par value. As of March 31, 1995, 160,000 shares of Convertible
Preferred Stock were issued and outstanding.
The following is a summary of the terms and conditions of the
Convertible Preferred Stock:
ISSUE. 160,000 shares of 8% Cumulative Convertible Redeemable Preferred
Stock at a price of $100 per share.
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DIVIDENDS. The Convertible Preferred Stock is entitled to cumulative
annual dividends of 8% per share ($8.00) payable quarterly in arrears.
PREFERENCES. The Convertible Preferred Stock have a preference with
respect to assets and dividends over the Company's Common Stock. In the event
of the liquidation, dissolution or winding up of the Company, the Convertible
Preferred Stock are entitled to a preference of $100 per share. The Convertible
Preferred Stock will be senior to any existing or future class of capital stock
or securities into which convertible indebtedness is convertible.
CONVERSION OR EXCHANGE. Each share of the Convertible Preferred Stock is,
at the option of the holder, convertible into 33-1/3 shares of Common Stock
based on an implied conversion price of $3.00 per share.
REDEMPTION. The Company will redeem all of the outstanding shares of
Convertible Preferred Stock on December 31, 2001 at $100 per share plus accrued
and unpaid dividends.
VOTING RIGHTS. Each share of Convertible Preferred Stock has the right to
vote that number of votes equal to the number of shares of Common Stock issuable
upon conversion of the Convertible Preferred Stock and has the right to vote,
together with the Common Stock voting as a single class, on all matters on which
the Common Stock can vote. Additionally, the holders of the Convertible
Preferred Stock have the right, voting as a separate class, to elect a majority
of the Company's Board of Directors.
REGISTRATION RIGHTS. If the Company files a registration statement with
the Securities and Exchange Commission (the "Commission") (excluding the
Company's current shelf registration statement on file with the Commission and
any registration statements filed in connection with any of the Company's
employee benefit plans or in connection with any acquisition on Form S-4), the
Company will include the shares of Common Stock issued upon conversion of the
Convertible Preferred Stock or purchased from National Patent in such
registration statement for sale in the same manner and under the same conditions
as originally contemplated in such registration statement. The Company may
reduce on a pro rata basis the number of shares sold by each selling stockholder
if the number of shares to be registered and sold would materially and adversely
effect the offering price. Additionally, the holders of shares of Convertible
Preferred Stock have the right on three separate occasions to cause the Company
to register their shares of Common Stock issued upon the conversion of the
Convertible Preferred Stock. The holders of the Convertible Preferred Stock
have an additional registration right at their own expense. National Patent
will also have the right on one occasion to cause the Company to register the
shares of Common Stock owned by it. Other than the one additional registration
right at the expense of the holders of Convertible Preferred Stock, the Company
has agreed to incur the expenses of all such registrations except for fees and
expenses of counsel for the selling stockholders and any underwriters' or
brokers' commissions, fees or expenses applicable to the shares being sold by
such selling stockholders.
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DIVIDEND POLICY
The Company has never paid a cash dividend on its Common Stock and is
currently prohibited from paying dividends under its revolving line of credit
with its principal lender. The Company will pay dividends on the Convertible
Preferred Stock out of funds legally available therefor in accordance with the
terms of the Convertible Preferred Stock. Except with respect to the dividends
on the Convertible Preferred Stock, the Company currently intends to retain
earnings primarily for working capital and development of vitrification
technologies.
BUSINESS COMBINATIONS
Section 203 of the Delaware General Corporation Law contains a provision
restricting Delaware corporations, other than corporations that "opt out" of the
statute, from engaging in a wide range of transactions which may be entered into
by any such corporation and any interested stockholder. The Company has not
opted out of Section 203. Under Section 203, the term "interested stockholder"
is defined to include any person or entity who has acquired more than 15% of any
class or series of stock entitled to vote generally in the election of directors
but does not acquire 85% of such shares in the transaction in which more than
15% of the shares were acquired. Any such stockholder may not engage in certain
"Business Combinations" with the corporation for a period of three years
subsequent to the date on which the stockholder became an "interested
stockholder" unless (i) the Board of Directors prior to the date the interested
stockholder obtained such status approved either the "Business Combination" or
the transaction in which the stockholder became an "interested stockholder," or
(ii) the holders of at least two-thirds of the outstanding voting stock,
excluding those shares owned by the "interested stockholder," approve the
"Business Combination." Section 203 does not apply to Carlyle or National
Patent.
Section 203 defines "Business Combination" to encompass a wide variety of
transactions with or caused by an "interested stockholder" in which the
"interested stockholder" receives or could receive a benefit on other than a pro
rata basis with other stockholders, including mergers, certain asset sales,
certain issuances of additional shares to the "interested stockholder" in
transactions with the corporation which increase the proportionate interest of
the "interested stockholder" or transactions in which the "interested
stockholder" receives certain other benefits. This statute could deter
unfriendly offers or other efforts to obtain control of the Company that are not
approved by the Board of Directors and thereby possibly deprive the stockholders
of opportunities to sell their shares of Common Stock at prices higher than
prevailing market prices.
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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.
GTS DURATEK, INC.
(Registrant)
Date: June 8, 1995 By: /s/ Robert F. Shawver
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Robert F. Shawver, Executive Vice President
and Chief Financial Officer
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