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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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INTERLINK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0056625
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
546 FLYNN ROAD, CAMARILLO, CALIFORNIA 93012
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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), 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), check the following box. [X]
Securities Act registration statement file number to which this form relates:
(if applicable).
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.00001 PAR VALUE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
GENERAL
We are authorized to issue 15,000,000 shares of common stock,
$.00001 par value. The following summary describes all material provisions of
our capital stock registered hereby. However, we encourage you to read the
provisions of our certificate of incorporation and bylaws, which, together
with applicable Delaware law, contain the legal terms that govern our capital
stock.
COMMON STOCK
As of March 20, 2000, there were 8,673,866 shares of our common stock
outstanding held of record by 55 stockholders.
Holders of our common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. The vote of
the holders of a majority of the stock represented at a meeting at which a
quorum is present is generally required to take stockholder action, unless a
greater vote is required by law. The holders are not entitled to cumulative
voting in the election of directors. Accordingly, the holder or holders of a
majority of the outstanding shares of common stock will be able to elect all of
the directors who are up for election in any given year.
Subject to preferences that may be applicable to any outstanding
preferred stock, the holders of common stock are entitled to receive ratably the
dividends, if any, as may be declared from time to time by the board of
directors out of funds legally available for that purpose. If we liquidate,
dissolve or wind up, the holders of common stock are entitled to share ratably
in all assets remaining after payment of liabilities, subject to the prior
distribution rights of preferred stock, if any, then outstanding. The holders of
common stock have no preemptive rights, conversion rights or other subscription
rights. There are no redemption or sinking fund provisions applicable to our
common stock. The outstanding shares of common stock are fully paid and
nonassessable. The rights of the holders of common stock will be subject to, and
may be adversely affected by, the rights of the holders of preferred stock.
Our common stock is listed on the Nasdaq National Market under the
symbol "LINK".
PREFERRED STOCK
Our board of directors has the authority, without action by the
stockholders, to designate and issue preferred stock in one or more series and
to designate the rights, preferences and privileges of each series, which may be
greater than the rights of our common stock. Our board of directors, with
respect to each series of preferred stock, has the authority to determine:
- the number of shares in and the distinguishing designation of
that series;
- whether shares of that series shall have full, special,
conditional, limited or no voting rights, except to the extent
otherwise provided by the law;
- whether shares of that series shall be convertible and the
terms and conditions of the conversion, including provision
for adjustment of the conversion rate in circumstances
determined by our board;
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- whether shares of that series shall be redeemable and the
terms and conditions of redemption;
- the dividend rate, if any, on shares of that series, the
manner of calculating any dividends and the preferences of any
dividends;
- the rights of shares of that series in the event of voluntary
or involuntary dissolution of Interlink and the rights of
priority of that series relative to the common stock and any
other series of preferred stock on the distribution of assets
on dissolution; and
- any other rights, preferences and limitations of that series
that are permitted by law.
It is not possible to state the actual effect of the issuance of any
shares of preferred stock upon the rights of holders of our common stock until
the board of directors determines the specific rights of the holders of
preferred stock. However, the effects might include restricting dividends on our
common stock; diluting the voting power of our common stock; impairing the
liquidation rights of our common stock; and delaying or preventing a change in
control of Interlink without further action by the stockholders.
No shares of preferred stock are outstanding, and we have no present
plans to issue any shares of preferred stock.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is American
Securities Transfer & Trust, Inc., located in Lakewood, Colorado and can be
reached at (303) 986-5400.
RESTRICTIONS ON CHANGE OF CONTROL
Our certificate of incorporation and bylaws contain provisions that
classify the board of directors into three classes as nearly equal in number as
possible, each of which will serve for three years with one class being elected
each year. The classified board provisions may have the effect of lengthening
the time required for a third party to acquire control of Interlink through a
proxy contest or the election of a majority of the board of directors and may
deter any potential unfriendly offers or other efforts to obtain control of
Interlink. At the same time, these provisions may have the effect of inducing
any third parties seeking control of Interlink to negotiate terms acceptable to
the board of directors. In addition, since these provisions could make the
removal of the incumbent directors more difficult, that increases the likelihood
that incumbent directors will retain their position and, since the board has the
power to retain and discharge management, could perpetuate incumbent management.
As a Delaware corporation, we are subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" from engaging in a "business combination" with us for
three years following the date that person became an interested stockholder,
unless:
- - before that person became an interested stockholder, our board of directors
approved the transaction in which the interested stockholder became an
interested stockholder or approved the business combination;
- - upon completion of the transaction that resulted in the interested
stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of our voting stock
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outstanding at the time the transaction commenced, excluding stock held by
persons who are both directors and officers of Interlink or by certain
employee stock plans; or
- - on or following the date on which that person became an interested
stockholder, the business combination is approved by our board of directors
and authorized at a meeting of stockholders by the affirmative vote of the
holders of at least 66-2/3% of our outstanding voting stock excluding
shares held by the interested stockholder.
An "interested stockholder" is defined generally as a person owning 15%
or more of our outstanding voting stock. A "business combination" includes
mergers, asset sales and other transactions resulting in a financial benefit to
the interested stockholder.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
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EXHIBIT
NUMBER DESCRIPTION
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3.1 Certificate of Incorporation (incorporated by reference to
Exhibit 3.1b of Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form S-1 (Registration
No. 333-60380) (the "Form S-1 Registration Statement")).
3.2 Bylaws (incorporated by reference to Exhibit 3.2a of Post-
Effective Amendment No. 8 to Form S-1 Registration Statement).
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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.
Dated: March 24, 2000
INTERLINK ELECTRONICS, INC.
By:
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Paul D. Meyer
Chief Financial Officer and Secretary
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