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
ELCOTEL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 59-2518405
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
6428 Parkland Drive
Sarasota, Florida 34243
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A(c), please check the following box.
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. X
Securities Act registration statement file number to which this form
relates: 333-38439
Securities to registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Redeemable Common Stock Warrants
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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As of the date of this Form 8-A, 1,207,500 Redeemable Warrants
are outstanding.
The following is a brief summary of certain provisions of the
Redeemable Warrants, but such summary does not purport to be complete
and is qualified in all respects by reference to the actual text of the
Warrant Agreement between Technology Service Group, Inc. ("TSG") and Liberty
Bank and Trust Company of Oklahoma City, N.A. ("Liberty"), as supplemented by
the Supplemental Warrant Agreement dated as of December 23, 1997 among the
Registrant, TSG, Liberty and American Stock Transfer and Trust Company
(collectively, the "Warrant Agreement"). A copy of the Warrant Agreement has
been filed as an exhibit to this Form 8-A.
Two Redeemable Warrants entitle the holder thereof to purchase one
share of Common Stock, par value $.01, of the Registrant ("Common Stock"), at
an exercise price of $10.48 per share. Therefore, the Redeemable Warrants
outstanding can be exercised to purchase an aggregate of 603,750 shares of
Common Stock. Unless the Redeemable Warrants are redeemed as provided below,
the Redeemable Warrants may be exercised at any time until 5:00 p.m. on
May 9, 1999, at which time the Redeemable Warrants will expire.
The Redeemable Warrants are redeemable by the Registrant at its
option, as a whole and not in part, at $.05 per Redeemable Warrant on 30 days'
prior written notice, provided that the average closing bid price of the
Common Stock equals or exceeds a price per share determined pursuant to the
Warrant Agreement for 20 consecutive trading days ending within five days
prior to the date of the notice of redemption. The Redeemable Warrants may
not be redeemed unless they are then exercisable and a current prospectus
covering the Redeemable Warrants and the shares of Common Stock issuable
thereunder is then in effect. The Redeemable Warrants will remain exercisable
until the close of business on the business day prior to the date of
redemption. Redemption of the Redeemable Warrants may force the holders to
exercise the Redeemable Warrants and pay the exercise price at a time when it
may be disadvantageous for them to do so or sell the Redeemable Warrants at
the current market price when they might otherwise desire to hold the
Redeemable Warrants.
The holders of the Redeemable Warrants will not have any of the
rights or privileges of stockholders of the Company (except to the extent
they otherwise own Common Stock) prior to the exercise of the Redeemable
Warrants. The Redeemable Warrants will be entitled to the benefit of
adjustments in the exercise price and in the number of shares of Common Stock
deliverable upon the exercise thereof upon the occurrence of certain events,
including a stock dividend, stock split, merger or similar reorganization.
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Item 2. Exhibits.
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Exhibit Number Description
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1 Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-18, File No. 33-8565)
2 Bylaws of the Registrant, as amended (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the year ended March 31, 1987)
3 Warrant Agreement, dated as of May 10, 1996 between
Technology Service Group, Inc. and Liberty Bank and Trust
Company of Oklahoma City, N.A. (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement on
Form S-4, File No. 333-38439)
4 Supplemental Warrant Agreement, dated as of December 23,1997
among Elcotel, Inc., Technology Service Group, Inc., Liberty
Bank and Trust Company of Oklahoma City, N.A. and American
Stock Transfer and Trust Company
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.
Date: December 24, 1997
ELCOTEL, INC.
By: /s/ Ronald M. Tobin
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Ronald M. Tobin
Vice President and Chief
Financial Officer
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EXHIBIT 1
SUPPLEMENTAL WARRANT AGREEMENT
This SUPPLEMENTAL WARRANT AGREEMENT is effective as of
December 23, 1997 by and among ELCOTEL, INC. ("Elcotel"); TECHNOLOGY SERVICE
GROUP, INC. ("TSG"); LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY,
N.A. ("Liberty"); and AMERICAN STOCK TRANSFER AND TRUST COMPANY
("American").
WHEREAS, TSG and Liberty entered into a Warrant Agreement, dated as
of May 10, 1996 (the "Warrant Agreement") pursuant to which Liberty has acted
as Warrant Agent in connection with the issuance of 1,150,000 warrants to
purchase common stock of TSG (the "Warrants") pursuant to the Warrant Agreement;
WHEREAS, Elcotel, TSG and Elcotel Hospitality Services, Inc. ("EHS")
entered into an Agreement and Plan of Merger, dated August 13, 1997, as amended
(the "Merger Agreement") pursuant to which EHS, a wholly-owned subsidiary of
Elcotel, merged with and into TSG and TSG became a wholly-owned subsidiary of
Elcotel effective on December 18, 1997 (the "Merger"), and pursuant thereto
each share of common stock of TSG ("TSG Common Stock") issued and outstanding
immediately prior to the consummation of the Merger was converted into the
right to receive 1.05 shares of common stock of Elcotel ("Elcotel Common Stock);
WHEREAS, pursuant to the Merger Agreement, each Warrant outstanding
immediately prior to the effective time of the Merger was adjusted as of the
effective time of the Merger so as to constitute a warrant to acquire, on
substantially the same terms and conditions as were applicable to such Warrant
under the Warrant Agreement, 1.05 shares of Elcotel Common Stock for each
share of TSG Common Stock for which such Warrant could have been exercised
immediately prior to the effective time of the Merger;
WHEREAS, Liberty desires to resign as Transfer Agent and Warrant
Agent, and American, as a stock transfer company doing business in New York,
New York, desires to succeed Liberty as Transfer Agent and Warrant Agent
under the Warrant Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Liberty hereby resigns its duties pursuant to the Warrant
Agreement effective as of the date set forth above and Liberty shall be
discharged from all further rights, duties and liabilities under the Warrant
Agreement (except liabilities arising as a result of its gross negligence or
willful misconduct under the Warrant Agreement). TSG and Elcotel hereby
appoint American as the new Warrant Agent and Transfer Agent under the
1
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Warrant Agreement effective as of the date set forth above and American
accepts such appointment and hereby assumes all rights and duties of the
Transfer Agent and Warrant Agent under the Warrant Agreement. American shall
be vested with the same powers, rights, duties and responsibilities as if it
had been originally named in the Warrant Agreement as the Transfer Agent and
Warrant Agent, without any further assurance, conveyance, act or deed.
2. If for any reason it shall be necessary or expedient to execute
and deliver any further assurance, conveyance, act or deed, upon TSG's request,
the same shall be done at the expense of TSG and Liberty shall legally and
validly execute and deliver the same.
3. The following addresses set forth in paragraph 12 of the Warrant
Agreement to which notices shall be sent is modified so that notices to the
Company shall be sent to Technology Service Group, Inc., 6428 Parkland Drive,
Sarasota, Florida 34243, Attention: President and to the Warrant Agent at its
Corporate Office at 40 Wall Street, New York, New York 10005.
4. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Supplemental Warrant Agreement as of the date first above written.
TECHNOLOGY SERVICE GROUP, INC. ELCOTEL, INC.
By: /s/ William H. Thompson By: /s/ Tracey L. Gray
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William H. Thompson, Vice President Tracey L. Gray, President
LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY, N.A.
By: /s/ Edith Schuler
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Name: Edith Schuler
Title:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
2
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