SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STRATEGIA CORPORATION
(Exact name of registrant as
specified in its charter)
Kentucky 61-1064606
(State of Incorporation (IRS Employer
or organization) Identification No.)
10301 Linn Station Road
P.O. Box 37144
Louisville, Kentucky 40233-7144
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which class is to be registered
Common Stock, no par value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered are shares of the common stock
of no par value (the "Common Stock") of Strategia Corporation, a
Kentucky corporation (the "Company").
Dividends
The holders of Common Stock are entitled to receive such
dividends as may be declared by the Board of Directors with respect
to the Common Stock out of funds legally available therefor.
The board of directors of a Kentucky corporation may authorize
and the corporation may make distributions to its shareholders,
including dividends, redemptions or other acquisitions of shares or
otherwise, subject to restriction by the articles of incorporation
and the following two limitations. No distribution may be made if,
after giving it effect, (1) the corporation would not be able to
pay its debts as they became due in the usual course of business;
or (2) the corporation's total assets would be less than the sum of
its total liabilities plus the amount that would be needed, if the
corporation were to be dissolved at the time of the distribution,
to satisfy the preferential rights upon distribution of
shareholders whose preferential rights are superior to those
receiving the distribution.
Voting
The Common Stock is the Company's sole class of voting shares.
Except with respect to the election of directors and matters that
are required by statute to be submitted to shareholders, any act of
the shareholders of a Kentucky corporation requires that more votes
be cast for than against the matter at a meeting at which a quorum
is present. The affirmative vote of a majority of all the
outstanding shares of a Kentucky corporation entitled to vote is
required to approve certain actions specified in the corporate
statutes such as mergers, share exchanges, certain sales of assets,
and amendment of articles of incorporation. Kentucky law also
requires cumulative voting in the election of directors. Under
cumulative voting, each shareholder is entitled to vote the number
of shares owned by him on the record date multiplied by the number
of directors to be elected. Each shareholder may cast all of his
votes for a single nominee or may distribute his votes in any
manner among as many candidates as the shareholder may deem fit.
Board of Directors
Kentucky law requires cumulative voting in the election of
directors. Under cumulative voting, each shareholder is entitled
to vote the number of shares owned by him on the record date
multiplied by the number of directors to be elected. Each
shareholder may cast all of his votes for a single nominee or may
distribute his votes in any manner among as many candidates as the
shareholder may deem fit.
Preemptive Rights
The Company's shareholders do not have preemptive rights to
subscribe for additional shares should the capital stock of the
Company be increased by the sale or other issuance of shares.
Limitation on Director Liability
Kentucky law provides that a director of a Kentucky
corporation must discharge his duties as a director in good faith,
on an informed basis, and in a manner he honestly believes to be in
the best interests of the corporation. To discharge his duties on
an informed basis, a director must make inquiry into the business
and affairs of the corporation, or into a particular action to be
taken or decision to be made, with the care an ordinarily prudent
person in a like position would exercise under similar
circumstances. Unless the corporation's articles of incorporation
contain a provision further limiting a director's liability for
monetary damages, any action taken as a director, or any failure to
take any action as a director, will not be the basis for monetary
damages or injunctive relief unless (a) the director has breached
or failed to perform his duties as a director in good faith, on an
informed basis, and in a manner he honestly believes to be in the
best interests of the corporation; and (b) in the case of an action
for monetary damages, the breach or failure to perform constitutes
willful misconduct or wanton or reckless disregard for the best
interests of the corporation and its shareholders. A person
bringing an action for monetary damages for breach of duty has the
burden of proving by clear and convincing evidence the provisions
of (a) and (b) above, and the burden of proving that the breach or
failure to perform was the legal cause of the damages suffered by
the corporation.
The Company's articles of incorporation contain a provision
limiting the personal liability of its directors to the Company or
its shareholders for monetary damages for violation of a director's
duty of care to the extent permitted by KRS 271B.2-020. KRS
271B.2-020 does not allow for the elimination of the duty of due
care that a director owes to a corporation, but allows for the
elimination of a monetary recovery for breach of that duty. In
addition, KRS 271B.2-020 does not relieve a director of her
liability, monetary or otherwise, for the following actions
resulting in harm to the corporation or shareholders: (i) for any
transaction in which the director has a personal financial interest
in conflict with the financial interests of the corporation or its
shareholders, (ii) actions not taken in good faith or the failure
to act in good faith, (iii) actions involving the intentional
misconduct of a director, (iv) actions known by the director to
violate law, (v) actions involving an improper dividend or the
improper repurchase of stock in violation of KRS 271B.8-330 and
(vi) actions resulting in the receipt of an improper personal
benefit by the director. KRS 271B.2-020 does not preclude or limit
the recovery of damages by third parties, nor does it limit or
affect a director's liability for violations of federal securities
laws or for acts or omissions occurring before the effectiveness of
an amendment to a corporation's articles of incorporation.
Only directors, not officers, may benefit from the provisions
of KRS 271B.2-020. The limitations of liability permitted by KRS
271B.2-020 extend only to the elimination of a recovery of a
monetary remedy. Shareholders may still seek equitable relief,
such as an injunction, against an action of a director that is
inappropriate.
Indemnification
The Company's bylaws require it to indemnify its directors and
officers to the full extent permitted by Kentucky law. Under
Kentucky law, a corporation has broad powers of indemnification.
A person may be indemnified for judgments, penalties, fines,
settlements, and reasonable expenses incurred by that person in
proceedings in connection with the person's official capacity in
the corporation. Indemnification of a person's reasonable legal
expenses is mandatory when the person is wholly successful in
defense of such proceedings. However, under no circumstances may
a person be indemnified for any actions taken in bad faith.
Business Combinations
Article 6 of the Company's articles of incorporation provides
that the Company is to be governed by the provisions of Section
271B.12-210 of the Kentucky Revised Statutes.
KRS 271B.12-210 imposes certain restrictions on a "business
combination" involving a Kentucky corporation. "Business
combinations" include mergers, certain dispositions of assets,
certain issuances and transfers of securities, certain
recapitalizations and reorganizations, as well as other specified
transactions involving a corporation and an interested shareholder.
An "interested shareholder" means any person, other than the
corporation or any of its subsidiaries, who is the beneficial
owner, directly or indirectly, of 10% or more of the corporation's
voting shares, including through any entity or person affiliated or
associated with the interested shareholder.
KRS 271B.12-210 prohibits a business combination between a
corporation and an interested shareholder for five years from the
date such person became an interested shareholder unless the
business combination is approved before the date the interested
shareholder became an interested shareholder by a majority of the
corporation's independent directors (i.e. directors who are not
officers or employees of the corporation nor affiliated or
associated with an interested shareholder or any of its
affiliates). In addition, a business combination not approved by
a majority of the independent directors must either (a) be approved
by 80% of the corporation's outstanding voting shares and by two-thirds
of the voting shares held by shareholders other than the interested
shareholder show (or whose affiliate) is a party to the business
combination, voting together as a single voting group; or (b) meet
certain minimum price and procedural requirements designed to insure
equal treatment of all shareholders.
KRS 271B.12-210 authorizes the Board of Directors, in
determining the best interests of the Company when evaluating a
proposed business combination, to consider certain factors in
addition to the interests of the Company's shareholders. Those
factors include the interests of the Company's employees,
suppliers, creditors and customers, the economy of the state and
the nation, community and societal considerations, and the long-term
as well as short-term interests of the Company and its shareholders,
including the possibility that these interests may be best served by
the continued independence of the Company. KRS 271B.12-120 also
authorizes the Board of Directors, in considering the interests of
the Company's shareholders, to cause the Company to issue rights or
options that adjust the option price or shares issuable under such
rights or options if there is an acquisition of shares, merger, or
other occurrence involving the Company. The rights or options may
include conditions that prevent a holder of a certain percentage of
the outstanding shares of the Company (or a subsequent transferee) from
exercising such rights or options. The Company has not issued any
rights or options authorized by KRS 271B.12-120.
Liquidation
In the event of the liquidation, dissolution or winding-up of
the Company, the holders of Common Stock are entitled to share
ratably in the distribution of assets and funds remaining after (i)
payment or provisions for payment of all the debts and other
liabilities of the Company, and (ii) payments to holders of The
Company's other securities, if any, with liquidation preferences
over the Common Stock.
Miscellaneous
Shares of Common Stock, when issued for consideration determined
to be adequate by the Company's Board of Directors, are validly issued,
fully paid, and nonassessable.
Item 2. Exhibits
The following exhibits are filed with each copy of the
registration statement being filed concurrently with the exchange
on which the securities of the registrant are to be registered.
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended by Form 10-K/A filed
April 30, 1997.
2. Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997.
3. Definitive proxy statement dated July 1, 1996.
4.(a) Amended and Restated Articles of Incorporation.
(b) Bylaws.
5. Specimen stock certificate.
6. 1995 Annual Report to Shareholders.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment
to its registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
STRATEGIA CORPORATION
July 23, 1997 By:/s/ Richard W. Smith
Richard W. Smith, President
