Securities and Exchange Commission
Washington, D.C. 20549
________
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PhoneTel Technologies, Inc.
(Exact name of registrant as specified in its charter)
Ohio 34-1462198
(State of incorporation (I.R.S. Employee Identification
or organization) No.)
1127 Euclid Avenue, Suite 650, Cleveland, Ohio 44115-1601
(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
Common Stock, par value American Stock Exchange, Inc.
$.01 per share
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 following is a description of the Common Stock, par
value $.01 per share (the "Common Stock"), of PhoneTel
Technologies, Inc., an Ohio corporation (the"Company"), to be
registered hereby and descriptions of the other authorized
classes of the Company's securities which may limit or qualify
the rights of the holders of the Common Stock.
The authorized capital stock of the Company consists of
50,000,000 shares of Common Stock, and 10,000,000 shares of
Preferred Stock, without par value, except as further designated
by the Board of Directors (the "Preferred Stock"). As of
September 30, 1996, there was outstanding (i) 7,639,709 shares of
Common Stock, (ii) 116,316.05 shares of 14% Cumulative Redeemable
Convertible Preferred Stock, $60 stated value per share (the "14%
Preferred"), (iii) warrants (the "Lenders' Warrants") to purchase
204,824 shares of Series A Special Convertible Preferred Stock
(the "Series A Preferred"), which are then immediately
convertible into 4,096,480 shares of Common Stock, (iv) 983,805
nominal value warrants (the "Nominal Value Warrants"), which are
exercisable into the same number of shares of Common Stock, (v)
830,351 additional warrants which are exercisable into the same
number of shares of Common Stock and (vi) 650,746 stock options
for Common Stock, all of which are immediately exercisable. In
addition, at September 30, 1996, $29,000,000 of indebtedness
outstanding under the Company's existing credit agreement was
convertible at the lenders' option into approximately 241,667
shares of Series B Special Convertible Preferred Stock (the
"Series B Preferred"), which are then immediately convertible
into 4,833,333 shares of Common Stock.
Common Stock
Holders of Common Stock are entitled to one vote for each
share held on all matters submitted to a vote of shareholders and
they do not have any cumulative voting rights except as permitted
by Ohio law. Accordingly, holders of a majority of the
outstanding shares of Common Stock entitled to vote in any
election of directors may elect all of the directors standing for
election. Holders of Common Stock are entitled to receive
ratably such dividends, if any, as may be declared by the Board
of Directors out of funds legally available therefore, subject to
preferential dividend rights of any outstanding series of
Preferred Stock. Upon the liquidation, dissolution or winding-up
of the Company, holders of Common Stock are entitled to receive
ratably the net assets of the Company available for distribution
after the payment of all debts and liabilities of the Company and
the liquidation preferences which may be granted to holders of
the Preferred Stock. Holders of Common Stock have no preemptive,
subscription, redemption or conversion rights. The outstanding
shares of Common Stock are, and the shares offered hereby will
be, when issued and paid for, fully paid and nonassessable. The
rights, preferences and privileges of holders of Common Stock are
subject to, and may be adversely affected by, the rights of
holders of shares of the 14% Preferred, the Series A Preferred,
the Series B Preferred and any other series of Preferred Stock
that the Company may designate and issue in the future.
Preferred Stock
The Board of Directors of the Company (the "Board of
Directors") is authorized to issue from time to time up to an
aggregate of 10,000,000 shares of Preferred Stock, in one or more
series, without any further shareholder approval. Each such
series of Preferred Stock shall have such number of shares,
designations, preferences, voting powers, qualifications and
special or relative rights or privileges as shall be determined
by the Board of Directors, which may include, among others,
dividend rights, voting rights, redemption and sinking fund
provisions, liquidation preferences, conversion rights and
preemptive rights.
The authority of the Board of Directors to create and issue
at its discretion any series of Preferred Stock without
shareholder approval could adversely affect the voting power and
other rights of the holders of Common Stock. The ability of the
Board to issue Preferred Stock, while providing flexibility in
connection with financings, acquisitions and other corporate
purposes, could have the effect of discouraging an attempt by
another person or entity to acquire control of the Company
through a merger, sale of the Company's assets or similar
transaction, since the issuance of Preferred Stock could be used
to dilute the share ownership of a person or entity seeking to
obtain control of the Company. Additionally, future issuances of
any series of Preferred Stock could result in additional classes
of shares with conversion features and preferences over the
Common Stock with respect to dividends and distributions in
liquidation and could also result in the dilution of net income
and book value per share of the Company.
The Board of Directors has designated the following
outstanding series of Preferred Stock pursuant to its authority
under the Articles of Incorporation:
Series A Preferred
The Company has 250,000 shares of Series A Preferred
authorized, none of which have been issued. Lenders' Warrants
for the purchase of 204,824 shares of Series A Preferred at an
exercise price of $0.20 per share were issued by the Company in
connection with its existing credit agreement.
The Series A Preferred shares are pari passu with the Common
Stock with respect to the payment of dividends. If a dividend or
other distribution is declared by the Board of Directors to be
paid to holders of the Common Stock, then simultaneously with the
payment of such dividend or making of such distribution, and as a
condition precedent to its right to do so, the Board of Directors
will pay or distribute to the holders of the Series A Preferred
the same dividends or distributions as such holders would have
been entitled to receive if such holders had converted their
shares of Series A Preferred into Common Stock prior to the
record date used by the Board of Directors for determining the
holders of Common Stock entitled to receive such dividend or
distribution.
With respect to liquidation preferences, the Series A
Preferred is pari passu with the Series B Preferred and senior to
the Common Stock and any other series of Preferred Stock.
Accordingly, upon the liquidation, dissolution or winding up of
the Company, holders of the Series A Preferred will be entitled
to receive, on a ratable and pari passu basis with the holders of
the Series B Preferred, out of the assets of the Company legally
available for distribution to its stockholders before making any
payment to holders of Common Stock or any other series of
Preferred Stock, a liquidation preference of $0.20 per share plus
accrued and unpaid dividends to the date of payment.
Holders of the Series A Preferred have the right, at any
time, to convert each share of Series A Preferred into 20 shares
of fully paid and nonassessable Common Stock, subject to certain
antidilution adjustments and regulatory restrictions applicable
to bank holding companies.
Except as provided by law, the holders of Series A Preferred
have no voting rights.
Series B Preferred
The Company has 250,000 shares of Series B Preferred
authorized, none of which have been issued. Term loans of
$29,000,000 which are currently outstanding under the Company's
credit agreement, may be converted into Series B Preferred at the
ratio of 833 shares of Series B Preferred for each $100,000 of
outstanding debt and accrued interest.
The Series B Preferred shares are pari passu with the Common
Stock with respect to the payment of dividends. If a dividend or
other distribution is declared by the Board of Directors to be
paid to holders of the Common Stock, then simultaneously with the
payment of such dividend or making of such distribution, and as a
condition precedent to its right to do so, the Board of Directors
will pay or distribute to the holders of the Series B Preferred
the same dividends or distributions as such holders would have
been entitled to receive if such holders had converted their
shares of Series B Preferred into Common Stock prior to the
record date used by the Board of Directors for determining the
holders of Common Stock entitled to receive such dividend or
distribution.
With respect to liquidation preferences, the Series B
Preferred is pari passu with the Series A Preferred and senior to
the Common Stock and any other series of Preferred Stock.
Accordingly, upon the liquidation, dissolution or winding up of
the Company, holders of the Series B Preferred will be entitled
to receive, on a ratable and pari passu basis with the holders of
the Series A Preferred, out of the assets of the Company legally
available for distribution to its stockholders before making any
payment to holders of Common Stock or any other series of
Preferred Stock, a liquidation preference of $120 per share plus
accrued and unpaid dividends to the date of payment.
Holders of the Series B Preferred have the right, at any
time, to convert each share of Series B Preferred into 20 shares
of fully paid and nonassessable Common Stock, subject to certain
antidilution adjustments and regulatory restrictions applicable
to bank holding companies.
Except as provided by law, the holders of Series B Preferred
have no voting rights.
14% Preferred
The Company has 200,000 shares of 14% Preferred authorized
of which 116,316.05 shares were issued at September 30, 1996.
Holders of the 14% Preferred are entitled to receive dividends
payable in additional shares of 14% Preferred at a quarterly rate
of 0.035 shares per share of 14% Preferred outstanding, on the
first business day of each April, July, October and January,
commencing April 1, 1996. Dividends on the outstanding shares of
14% Preferred accrue, whether or not declared. Unless full
cumulative dividends on all shares of 14% Preferred outstanding
have been paid, no redemption or fund for such redemption may be
authorized, no dividend (other than a dividend payable in Common
Stock or any other class of stock ranking junior to the 14%
Preferred as to dividends and upon liquidation) or other
distribution may be declared or paid on any class of the
Company's stock ranking junior to the 14% Preferred as to
dividends or as to liquidation preferences. However, the holders
of at least 50% of the outstanding shares of 14% Preferred may
vote to approve a redemption.
With respect to liquidation preferences, the 14% Preferred
is junior to the Series A Preferred and the Series B Preferred
and is senior to the Common Stock and any other series of
Preferred Stock. Accordingly, upon the liquidation, dissolution
or winding up of the Company, holders of the 14% Preferred will
be entitled to receive out of the assets of the Company legally
available for distribution to its stockholders after making
payment to the holders of the Series A Preferred and the Series B
Preferred and before making any payment to holders of Common
Stock or any other series of Preferred Stock, a liquidation
preference of $60.00 per share.
Holders of the 14% Preferred have the right, at any time, to
convert each share of 14% Preferred, including any accrued and
unpaid dividend shares, into 10 shares of fully paid and
nonassessable Common Stock, subject to certain antidilution
adjustments.
The 14% Preferred is mandatorily redeemable by the Company
on June 30, 2000, and is redeemable at any time prior thereto at
the Company's option, in each case, at a redemption price of $60
per share plus accrued and unpaid dividends. Holders of the 14%
Preferred have 20 days from receipt of notice of a redemption by
the Company to convert their 14% Preferred shares into Common
Stock.
Except as provided by law, the holders of the 14% Preferred
have no voting rights.
From time to time, the Board of Directors has designated
other series of Preferred Stock, none of which are currently
outstanding.
Equity Securities Reserved for Issuance
As of September 30, 1996, the Company has reserved
12,551,876 shares of Common Stock for issuance under the
following circumstances: (i) exercise of warrants to purchase
204,824 shares of Series A Preferred at $0.20 per share,
immediately convertible into 4,096,480 shares of Common Stock;
(ii) conversion of 116,316.05 shares of 14% Preferred into
1,163,161 shares of Common Stock; (iii) exercise of 983,805
Nominal Value Warrants; (iv) exercise of 830,351 warrants at
prices ranging from $5.70 to $15.75 per share; (v) exercise of
650,746 stock options at prices ranging from $2.63 to $19.50 per
share; and (vi) conversion of $29,000,000 of outstanding debt
under the Company's credit agreement and accrued interest into
241,667 shares of Series B Preferred that are immediately
convertible into 4,833,333 shares of Common Stock.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is
American Securities Trust & Transfer, Inc.
ITEM 2. EXHIBITS.
All required exhibits are filed with the American Stock
Exchange, Inc. pursuant to Instruction II of Form 8-A.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
amendment to the registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
PHONETEL TECHNOLOGIES, INC.
Dated: November 13, 1996 By /s/ Tammy L. Martin
Tammy L. Martin
Chief Administrative Officer,
General Counsel and Secretary
