AMENDMENT NO. 1 TO 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
The Randers Killam Group Inc.
(Formerly, The Randers Group Incorporated)
(Exact name of registrant as specified in its charter)
Delaware 38-2788025
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(State of incorporation (I.R.S.Employer
or organization) Identification Number)
570 Seminole Road, Norton Shores, Michigan 49444
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(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
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Common Stock, par
value $.0001 per share American Stock Exchange, Inc.
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of The Randers Killam Group Inc., formerly
The Randers Group Incorporated (the "Company"), consists of 30,000,000 shares of
common stock with a par value of One Ten Thousandth ($.0001) Dollar per share
("Common Stock"). Effective as of the close of business on January 29, 1999, the
Company effected a one-for-five reverse split of the Common Stock. As of the
opening of business on February 1, 1999, giving effect to such reverse stock
split, 2,823,136 shares of Common Stock were issued and outstanding. Each share
of Common Stock is entitled to pro rata participation in distributions upon
liquidation and to one vote on all matters submitted to a vote of shareholders.
Dividends may be paid to the holders of Common Stock when and if declared by the
Board of Directors out of funds legally available therefor. Holders of Common
Stock have no preemptive, subscription, redemption, conversion or similar
rights. The outstanding shares of Common Stock are legally issued, fully paid
and nonassessable.
The shares of Common Stock have noncumulative voting rights. As a result,
the holders of more than 50% of the shares voting can elect all the directors if
they so choose, and in such event, the holders of the remaining shares cannot
elect any directors. As of February 1, 1999, Thermo TerraTech Inc. ("Thermo
TerraTech") owned 1,671,000 shares, and Thermo Electron Corporation ("Thermo
Electron"), owned 84,000 shares of Common Stock, which collectively represented
approximately 62.2% of the outstanding Common Stock. On January 28, 1999, the
Company's shareholders approved the issuance and listing on the American Stock
Exchange of an additional 22,606,210 shares of Common Stock to be issued to
Thermo TerraTech in connection with the Company's acquisition of The Killam
Group Inc. from Thermo TerraTech. Upon the issuance of such shares, Thermo
TerraTech and Thermo Electron collectively will own approximately 95.8% of the
outstanding Common Stock, and will continue to have the power to elect all of
the members of the Company's Board of Directors. Thermo TerraTech is a
majority-owned subsidiary of Thermo Electron and, therefore, Thermo Electron may
be deemed a beneficial owner of the shares of Common Stock beneficially owned by
Thermo TerraTech. Thermo Electron disclaims beneficial ownership of these
shares.
The Company's Certificate of Incorporation, as amended, contains certain
provisions permitted under the General Corporation Law of Delaware relating to
the liability of directors. The provisions eliminate a director's liability for
monetary damages for a breach of fiduciary duty, except in certain circumstances
involving wrongful acts or omissions that involve intentional misconduct or a
knowing violation of law. The Company's By-Laws, as amended, also contains
provisions to indemnify the directors and officers of the Company to the fullest
extent permitted by the General Corporation Law of Delaware.
The transfer agent and registrar for the Common Stock is First Union
National Bank.
<PAGE>
Item 2. Exhibits.
1. Certificate of Incorporation (filed as Exhibit 3(a) to the
Company's Registration Statement on Form 10 and incorporated
herein by reference).
2. Certificate of Amendment to Certificate of Incorporation, dated
November 2, 1987 (filed as Exhibit 3(b) to the Company's
Registration Statement on Form 10 and incorporated herein by
reference).
3. Certificate of Amendment to Certificate of Incorporation, dated
January 29, 1999.
4. Amended and Restated By-Laws (filed as Exhibit 3(c) to the Company's
Registration Statement on Form 10 and incorporated herein by
reference).
5. Amendment to Amended and Restated By-Laws, effective October 28,
1997 (filed as Exhibit 3.4 to the Company's Annual Report on Form
10-K for the fiscal year ended April 4, 1998 and incorporated herein
by reference).
6. Specimen Common Stock Certificate.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
February 1, 1998
THE RANDERS KILLAM GROUP INC.
By: /s/ Sandra L. Lambert
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Sandra L. Lambert, Secretary
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EXHIBIT 3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
The Randers Group Incorporated (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware, hereby certifies
as follows, pursuant to Section 242 of the General Corporation Law of the State
of Delaware:
FIRST: That at a meeting of the Board of Directors of the Corporation, a
resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation declaring advisable the
following amendment to said Certificate of Incorporation:
That the First Article of the Certificate of Incorporation of the
Corporation be amended to change the name of the Corporation to The Randers
Killam Group Inc. and that such amendment is hereby effected by deleting
said Article in its entirety and inserting the following in substitution
therefor:
"FIRST: The name by which the corporation shall be known is The
Randers Killam Group Inc."
SECOND: That at a meeting of the Board of Directors of the Corporation, a
resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation declaring advisable the
following amendment to said Certificate of Incorporation:
That the Fourth Article of the Certificate of Incorporation of the
Corporation be amended to effect and give effect to a one-for-five reverse
split of the Corporation's Common Stock. and that such amendment is hereby
effected by deleting said Article in its entirety and inserting the
following in substitution therefor:
"FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Thirty Million (30,000,000) of which Thirty
Million (30,000,000) of the par value of one one-hundredths of a cent
($.0001) shall be designated as Common Stock. Each share of Common Stock,
$.0001 par value, issued at the close of business on the date (the
"Effective Date") this Amendment to the corporation's Certificate of
Incorporation, as previously amended, becomes effective shall
automatically be converted into one-fifth (1/5) of a validly issued, fully
paid and nonassessable share of Common Stock, $.0001 par value. On the
Effective Date, each share of Common Stock, $.0001 par value, immediately
prior to the Effective Date, shall represent one fifth (1/5) of a share of
Common Stock, $.0001 par value, from and after the Effective Date. No
fractional shares of Common Stock or scrip representing fractional shares
of Common Stock shall be issued upon this Amendment to the corporation's
Certificate of Incorporation becoming effective. Any stockholder who would
otherwise be entitled to receive a fractional share will be paid cash
equal to such stockholder's fractional interest multiplied by the closing
price as reported by the American Stock Exchange, Inc.'s Emerging Company
Marketplace (as adjusted by the reverse stock split) of the Common Stock
on the Effective Date in lieu of such fractional share."
<PAGE>
THIRD: That on January 28, 1999, at a Special Meeting in Lieu of the
Annual Meeting of the Corporation's Stockholders, the foregoing Amendments to
the Corporation's Certificate of Incorporation were duly adopted by the
affirmative vote of Stockholders of the Corporation holding a majority of the
shares of Common Stock, $.0001 par value per share, of the Corporation in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the said Corporation has caused this certificate to be
signed by Sandra L. Lambert, its Secretary, this 29th day of January, 1999.
THE RANDERS GROUP INCORPORATED
By: /s/ Sandra L. Lambert
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Sandra L. Lambert, Secretary
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EXHIBIT 6
[FRONT OF STOCK CERTIFICATE]
THE RANDERS KILLAM GROUP INC.
RKG
COMMON STOCK INCORPORATED UNDER THE LAWS COMMON STOCK
OF THE STATE OF DELAWARE
THIS CERTIFICATE IS CUSIP 752333 20 3
TRANSFERABLE IN NEW YORK,
NEW YORK OR CHARLOTTE, SEE REVERSE SIDE
NORTH CAROLINA FOR CERTAIN
DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.0001 PAR VALUE
EACH OF THE COMMON STOCK OF
THE RANDERS KILLAM GROUP INC., transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed. The Certificate and the shares represented
hereby are issued under and shall be subject to the laws of the State of
Delaware and all the provision of the Certificate of Incorporation and the
By-Laws of the Corporation, and all the amendments from time to time made
thereto. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
[THE RANDERS KILLAM GROUP INC.]
[ Corporate Seal ]
Secretary President and Chief Executive Officer
<PAGE>
[BACK OF STOCK CERTIFICATE]
THE RANDERS KILLAM GROUP INC
The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
_________ Custodian _________
(Cust) (Minor)
TEN ENT - as tenants by the entities under Uniform Gifts to Minors Act
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JT TEN - as joint tenants with right of (State)
survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above list.
For value received, ______________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)
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______________________________________________________________ Shares of the
Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and
Appoint ______________________________________________________________________
Attorney to transfer the said Stock on the books of the within-named
Corporation with full power
of substitution in the premises.
Dated, _______________________________ ___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
the Certificate, in every
particular, without alteration or
enlargement or any change
whatsoever.
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTIRUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
