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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LEASING SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 77-0116801
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
10 Almaden Blvd. Ste. 1500 San Jose, CA 95113
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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 pursuant to General
Instruction A.(c), please check the following box. [X]
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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Common Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Page 1 of 3 Pages
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Item 1. Description of Registrant's
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Common Stock
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The capital stock of Leasing Solutions, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's common stock ("Common Stock").
The holders of Common Stock are entitled to one vote for each share held of
record on each matter submitted to a vote of shareholders. In general and
subject to any voting rights applicable to any shares of Preferred Stock then
outstanding, the approval of proposals submitted to a vote of shareholders
requires a favorable vote of either the majority of the voting power of the
holders of Common Stock or the majority of the voting power of the shares
represented and voting at a duly held meeting at which a quorum is present.
Additionally, under California law, certain fundamental matters affecting the
Company may require a favorable vote of a greater percentage. The shareholders,
upon giving the notice required by law, may cumulate votes for the election of
directors. Under cumulative voting, each shareholder may give one nominee,
whose name is placed in nomination prior to the commencement of voting, a number
of votes equal to the number of directors to be elected, multiplied by the
number of votes to which a shareholder's shares are normally entitled, or
distribute such number of votes among as many nominees as the shareholder sees
fit.
Subject to preferences that may be applicable to any shares of Preferred
Stock then outstanding, the holders of the shares of Common Stock will be
entitled to receive ratably such dividends, if any, as may be declared by the
Board out of legally available funds and to share pro rata in any distribution
to the shareholders, including any distribution upon liquidation of the Company.
However, the current policy of the Board is to retain earnings for the operation
of the Company's business, and the Company is currently contractually limited
under one or more of its bank lines in the amount of cash dividends it may pay.
All outstanding shares of Common Stock are validly issued, fully paid and
non-assessable. The shares of Common Stock are not subject to any conversion or
redemption rights, and have no preemptive rights or other rights to subscribe
for additional securities.
Item 2. Exhibits
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1. All exhibits required by Instruction II to Item 2 will be supplied to
the New York Exchange.
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SIGNATURES
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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.
By: /s/ Hal J Krauter
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Hal J Krauter
President and Chief Executive Officer
Dated: October 30, 1997
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