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
AMERICAN BODY ARMOR & EQUIPMENT, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2044869
(State of incorporation or organization) (I.R.S. Identification No.)
191 Nassau Place Road, Yulee, Florida 32097
(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 $.03 per share American Stock Exchange
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:
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(Title of class)
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered
Common Stock, par value $.03 per share (the "Common Stock"), of American
Body Armor & Equipment, Inc., a Florida corporation (the "Company"), is being
registered hereunder.
The authorized capital stock of the Company consists of 15,000,000 shares
of Common Stock and 1,700,000 shares of 3% convertible preferred stock, stated
value $1.00 per share (the "Preferred Stock").
Common Stock
The holders of Common Stock are entitled to one vote for each share on all
matters submitted to a vote of shareholders. Accordingly, and subject to the
rights of holders of Preferred Stock, if any, holders of a majority of the
Common Stock entitled to vote in any election of directors may elect all of the
directors standing for election. Subject to the preferential rights of holders
of shares of Preferred Stock, if any, the holders of Common Stock are entitled
to receive ratably such dividends, if any, as may be declared by the Board of
Directors out of assets of the Company which are legally available therefor.
Dividends may be payable either in cash, in property or in shares of Common
Stock. Upon liquidation, dissolution or winding up of the Company, the holders
of the Common Stock are entitled to share ratably in all assets of the Company
which are legally available for distribution, after payment of all debts and
other liabilities of the Company and subject to the prior rights of any holders
of Preferred Stock then outstanding. The holders of Common Stock have no
preemptive, subscription, redemption or conversion rights, and no sinking fund
provisions are applicable to holders of Common Stock of the Company. The
outstanding shares of Common Stock are fully paid and non-assessable. The
rights, preferences, and privileges of holders of Common Stock are subject to
the laws of the State of Florida, the Company's Amended and Restated Articles of
Incorporation and the Company's by-laws.
Preferred Stock
All previously outstanding shares of Preferred Stock were converted into shares
of Common Stock effective as of January 19, 1996. After giving effect to such
conversion, there were no shares of Preferred Stock outstanding.
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.
AMERICAN BODY ARMOR & EQUIPMENT, INC.
By: /s/ Carol Burke
Carol Burke
Vice President - Finance
Date: March 13, 1996
