<PAGE> 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ADVANTAGE LIFE PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0213733
----------------------------- ------------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
1509 S. Florida Avenue, Suite 3, Lakeland Florida 33803
- --------------------------------------------------------------------------------
(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
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Preferred Stock
- --------------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Preferred Stock
The Articles of Incorporation of Advantage Life Products, Inc. (the
"Company") authorize the issuance of 1,250,000 shares of preferred stock, no
par value and the Company's Board of Directors are vested with authority to
divide the authorized shares of the Company's preferred stock into one or more
series of such shares and to fix and determine the relative rights and
preferences of any such series. A series of such shares may, among other
matters, establish: (a) the number of preferred shares to constitute such
series and the distinctive designations thereof; (b) the rate and preference of
dividends, if any, the time of payment of dividends, whether dividends are
cumulative and the date from which any dividend shall accrue; (c) whether
preferred shares may be redeemed and, if so, the redemption price and the terms
and conditions of redemption; (d) the liquidation preferences payable on
preferred shares in the event of involuntary or voluntary liquidation; (e)
sinking fund or other provisions, if any, for redemption or purchase of such
preferred shares; (f) the terms and conditions by which preferred shares may be
converted, if the preferred shares of any series are issued with the privilege
of conversion, and (g) voting rights, if any. The Board of Directors, without
the approval of the Company's shareholders, have the power to authorize the
issuance of preferred stock with voting and conversion rights which could
adversely affect the voting power of the Company's common stock.
The Company's Board of Directors, by resolution effective February 27,
1997, designated a series of preferred shares designated as the Company's
"Series A Preferred Stock" which series has the following rights and
preferences:
Dividends.
The holders of shares of the Series A Preferred Stock are entitled to
receive, when and as declared by the Board of Directors out of the
funds of the Company legally available therefor, non cumulative
dividends at the annual rate of $.50 per share, payable annually on
the 15th day of April of each calendar year, commencing April 15,
1997. The Company may, in its sole discretion, determine to pay the
dividend either in cash, shares of the Company's common stock or
shares of the Company's preferred stock.
Redemption Rights.
Shares of the Series A Preferred Stock shall be redeemable, in whole
or in part, at the option of the Company, at any time on or after
April 15, 2001 at a price equal to
-2-
<PAGE> 3
the sum of $10.00 per share. After the Company has furnished its
notice of redemption, each holder of shares of Series A Preferred Stock
called for redemption may, on or before the close of the last
business day preceding the designated redemption date, convert such
shares into shares of common stock of the Company in accordance with
the conversion privileges described below.
No Voting Rights.
The shares of Series A Preferred Stock shall not entitle the
registered holder thereof to vote, unless as otherwise may be required
by operation of law.
No Priority in the Event of Liquidation or Dissolution.
In the event of any liquidation, dissolution or winding up of the
affairs of the Company, the holders of the Series A Preferred Stock
shall be entitled to a preference vis a vis the common shareholders
of the Company.
ITEM 2. EXHIBITS
Exhibit Description
"A" Articles of Incorporation of Advantage Life Products, Inc. as
amended to include the Designation of the Rights and Privileges of
the Holders of the Preferred Stock of the Company's Series A
Preferred Stock.
-3-
<PAGE> 4
SIGNATURES
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: May 8, 1997
ADVANTAGE LIFE PRODUCTS, INC.
By: /s/ Richard J. Diamond
-----------------------------------
Richard J. Diamond, President
-4-
<PAGE> 5
EXHIBIT A
CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND
LIMITATIONS OF
SERIES A PREFERRED STOCK,
NO PAR VALUE,
OF
ADVANTAGE LIFE PRODUCTS, INC.
Advantage Life Products, Inc. (the "Corporation"), organized
under Delaware law, hereby certifies that, pursuant to authority
conferred upon the Board of Directors by the Articles of Incorporation
of the Corporation, and pursuant to the provisions of the Delaware
General Corporation Law, as amended, the Board of Directors, by written
action, taken on November 19, 1996 has adopted a resolution providing
for the issuance of a series of its authorized preferred stock, no par
value, designated Series A Preferred Stock, which resolution is
hereafter set forth in its entirety:
RESOLVED, that pursuant to the authority expressly granted
and vested in the Board of Directors of this Corporation in accordance
with the provisions of its Articles of Incorporation, a series of the
Corporation's authorized class of preferred stock, no par value, is
hereby established as "Series A, Preferred Stock" hereinafter referred
to as the Series A Preferred Stock, which series shall consist of
1,200,000 shares. The preferences and relative, participating,
optional or other special rights of, and the qualifications,
limitations and restrictions imposed upon the Series shall be as
follows:
1. Cash Dividends:
The holders of shares of the Series A Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors
out of the funds of the Corporation legally available therefor, non-
cumulative dividends at the annual rate of $.50 per share, payable
annually on the 15th day of April of each calendar year, commencing
April 15, 1997. The Board of Directors, in its sole discretion, shall
determine whether the dividend is to be paid in cash, shares of the
Corporation's common stock or shares of the Corporation's preferred
stock.
2. Redemption Rights:
(a) Voluntary: Shares of the Series A Preferred Stock
shall be redeemable, in whole or in part, at the option of the
Corporation, by resolution of its Board of Directors adopted, at any
time on or after April 15, 2001 at a price equal to the sum of $10.00
per share plus all dividends accrued but unpaid with respect to each
such share up to the date fixed for redemption. In the event that
less than all of the outstanding shares of Series A Preferred Stock
are redeemed at any one time, the shares to be redeemed shall be
selected in a non-discriminatory manner to be determined by the Board
of Directors of the
<PAGE> 6
Corporation. Not less than 10 nor more than 60 days prior to the
date fixed for redemption of any shares of Series A Preferred Stock, a
notice specifying the time and place of such redemption shall be given
to all holders of record of shares of Series A Preferred Stock, at
their respective addresses as the same shall appear on the stock books
of the Corporation, but no failure on the part of the shareholder to
receive such notice and no defect in the wording of the notice shall
affect the validity of the proceedings adopted with respect to the
redemption of any such shares.
(b) Effect of Redemption: On the redemption date
selected by the Corporation under subsection (a), each shareholder,
some or all of whose shares of Series A Preferred Stock are being
redeemed, shall tender such shares for cancellation by the Corporation
and against payment of the redemption price. Upon the consummation of
any such redemption, each holder of shares of Series A Preferred Stock
whose shares have been redeemed shall cease to be a shareholder with
respect to such shares, shall have no interest in or claim against the
Corporation by virtue thereof and shall have no voting or other rights
with respect to such shares as are redeemed. Any shares of Series A
Preferred Stock received by the Corporation upon redemption shall
resume the status of authorized but unissued shares of preferred
stock.
3. No Voting Rights: The shares of Series A Preferred Stock
shall not entitle the registered holder thereof to vote, unless
otherwise as may be required by operation of law.
4. No Priority in the Event of Liquidation or Dissolution: In
the event of any liquidation, dissolution or winding up of the affairs
of the Corporation, the holders of the Series A Preferred Stock shall
be entitled to a preference vis a vis the common shareholders of the
Corporation.
5. Limitations on Corporation; Shareholder Consent: So long as
any shares of Series A Preferred Stock are outstanding, the Corporation
shall not, without the affirmative vote or the written consent as
provided by law, of 80% of the holders of the outstanding shares of
that particular Series of Preferred Stock, voting as a class, change
the preferences, rights or limitations with respect to such Series in
any material respect prejudicial to the holders thereof, or increase
the authorized number of shares of such Series, but nothing herein
contained shall require such a class vote or consent (a) in connection
with any increase in the total number of authorized shares of Common
Stock, or (b) in connection with the authorization, designation,
increase or issuance of any class or series of stock holding a ranking
subordinate to the Series A Preferred Stock. Further, no such vote or
written consent of the holders of the Series A Preferred Stock shall be
required if, at or prior to the time when any such change is to take
effect, provision is made for the redemption (in accordance with the
provisions of and not earlier than upon the date permitted by Section 2
hereof) of all shares of such Series of Preferred Stock at the time
outstanding; and the provisions of this Section 6. shall not in any way
limit the right
-2-
<PAGE> 7
and power of the Corporation to issue any bonds, notes, mortgages,
debentures and other obligations, and to incur indebtedness to banks
and to other lenders.
6. Stated Capital: Of the consideration received by the
Corporation in exchange for the issuance of each share of the Series A
Preferred Stock, $1.00 shall constitute the stated capital of the
Corporation and the balance shall constitute paid in capital.
7. Notices: All notices or other communications required or
permitted to be given pursuant to this resolution shall be in writing
and shall be considered as properly given or made if hand delivered,
mailed by certified or registered mail, return receipt requested, or
sent by prepaid telegram, if to the Corporation at its address
indicated in its Annual Report as most recently filed with the Delaware
Department of State, and if to a holder of Series A Preferred Stock at
the address set forth in the shareholder records as maintained by the
Corporation, or to such other address as any such shareholder may have
designated by like notice forwarded to the Corporation. All notices,
except notices of change of address, shall be deemed given when mailed
or hand delivered and notices of change of address shall be deemed
given when received.
In witness whereof Advantage Life Products, Inc. has caused its
corporate seal to be hereunto affixed and this Certificate to be
executed by its President and by its Secretary, as of
February 27, 1997.
/s/ Richard J. Diamond
--------------------------------
Richard J. Diamond, President
/s/ Donald R. Mastropietro
---------------------------------
Donald R. Mastropietro, Secretary
-3-
<PAGE> 8
STATE OF FLORIDA
COUNTY OF POLK
This instrument was acknowledged before me on behalf of Advantage Life
Products, Inc. by Richard J. Diamond as its President, and Donald R.
Mastropietro as its Secretary.
sign /s/ Teresa B. Fannin
-------------------------------------
print /s/ Teresa B. Fannin
------------------------------------
NOTARY PUBLIC, State of
Florida at Large
My Commission Expires: December 28, 1998
-------------------
-4-
