SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
BOUNDLESS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3469637
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
100 Marcus Boulevard, P.O. Box 18001
Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Information pursuant to General Information
A.(c), please check the following A.(d), please check the following
box. [ X ] box. [ ]
Securities Act registration statement file number to which this form relates:
(If applicable)
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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 $.01 per share American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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(Title of Class)
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ITEM 1. Description of Registrant's Securities to be Registered.
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COMMON STOCK
The Company is authorized to issue up to 25,000,000 shares of Common
Stock, par value $.01 per share. Holders of shares of Common Stock are entitled
to one vote per share on all matters. Holders do not have the right to cumulate
their votes in the election of directors and accordingly, the holders of more
than 50% of the outstanding shares can elect all of the directors of the
Company. The holders of Common Stock have no preemptive or subscription rights.
There are no redemption or sinking fund provisions with respect to the Common
Stock. In the event of a liquidation, dissolution or winding up of the Company,
holders of Common Stock are entitled to share ratably in all assets remaining
after payment of or provision for liabilities and after satisfaction of the
liquidation preference of any shares of Preferred Stock then outstanding.
Subject to the preferential rights of any Preferred Stock that may at
the time be outstanding, holders of Common Stock are entitled to receive ratably
such dividends as may be declared by the Board of Directors out of funds legally
available therefor. The Company does not anticipate paying cash dividends in the
foreseeable future. The Company's credit facility prevents the Company, and may
prevent the Company in the future, from declaring any dividends.
The Company is authorized to issue up to 1,000,000 shares of Preferred
Stock, par value $.01 per share. Shares of the Preferred Stock could be issued,
without the approval of stockholders, that would have rights with respect to
voting, dividends and liquidation that would be adverse to those of the Common
Stock. Preferred Stock may be issued from time to time, in one or more series
and in any manner permitted by law, as determined from time to time by the Board
of Directors. The Preferred Stock may have such voting powers, full or limited,
or no voting powers, and such designations, preferences and relative,
participating, optional, or other special rights and qualifications, limitations
or restrictions as the Board of Directors determines. The Board of Directors
could approve the issuance of Preferred Stock to discourage attempts by others
to obtain control of the Company by merger, tender offer, proxy contest or
otherwise by making such attempts more costly to achieve.
ITEM 2. Exhibits
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The following exhibits are filed as part of this registration
statement:
Exhibit No. Exhibit
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3.1 Certificate of Incorporation and Certificates of
Amendment thereto (incorporated by reference to
Exhibit 3.1 to the Issuer's Annual Report on
Form 10-K for the year ended December 31, 1997).
3.2 By-Laws (incorporated by reference to Exhibit
3.2 to the Issuer's Registration Statement on
Form S-18 (File No. 33-23296-NY)).
4 Specimen of Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to the
Issuer's Registration Statement on Form S-18
(File No. 33-23296-NY)).
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Pursuant of 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.
BOUNDLESS CORPORATION
Dated: May 25, 1999 By /s/
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Joseph Gardner,
Vice President-Finance
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