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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
AJAY SPORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 39-1644025
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1501 E. Wisconsin Street, Delavan, Wisconsin 53115
(Address of principal executive offices)
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:
Series C 10% Cumulative Convertible Preferred Stock
(Title of class)
Common Stock Purchase Warrants
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the securities contained in the form of prospectus filed by
the registrant pursuant to Rule 424(b) under the Securities Act, Registration
Statement on Form S-2, No. 33-58753, is hereby incorporated into this
registration statement by this reference.
Item 2. Exhibits.
4.1 Certificate of Designation of Rights and Preferences of the Series C 10%
Cumulative Convertible Preferred Stock.
4.2 Form of Warrant Agreement (incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-2, Registration No. 33-58753).
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, thereunto duly authorized.
AJAY SPORTS, INC.
(Registrant)
Date: July 25, 1995 By: /s/ Robert R. Hebard
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Robert R. Hebard, Secretary
2
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Exhibit 4.1
CERTIFICATE OF
DESIGNATION OF RIGHTS AND PREFERENCES
OF THE SERIES C 10% CUMULATIVE CONVERTIBLE PREFERRED STOCK
OF
AJAY SPORTS, INC.
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Pursuant to Section 151 of the
Delaware General Corporation Law
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Ajay Sports, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Company") DOES HEREBY CERTIFY that the following
resolution was duly adopted by the Board of Directors of the Company at a
meeting duly held on July 25, 1995:
RESOLVED, that the Board of Directors, pursuant to the authority vested in
it by the provisions of the Company's Certificate of Incorporation, hereby
establishes a series of preferred stock, consisting of 500,000 shares,
which shall be designated as the "Series C 10% Cumulative Convertible
Preferred Stock", and shall have the powers, preferences, rights,
qualifications, limitations and restrictions as set forth in Exhibit A
attached hereto.
IN WITNESS WHEREOF, the undersigned hereby acknowledges under penalty of
perjury that the execution of this instrument is the undersigned's act and deed,
that the undersigned is an authorized officer of the Company, that the
undersigned has read this Designation of Rights and Preferences and all
attachments thereto and knows the contents thereof and the facts stated therein
are true.
AJAY SPORTS, INC.
Date: July 25, 1995 By: /s/ Robert R. Hebard
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Robert R. Hebard, Corporate Secretary
ATTEST:
/s/ Frances B. Bucholz
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Frances B. Bucholz
Assistant Secretary
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EXHIBIT A
DESIGNATION OF PREFERENCES AND RELATIVE RIGHTS OF THE SERIES C
10% CUMULATIVE CONVERTIBLE PREFERRED STOCK OF AJAY SPORTS, INC.
RESOLVED, that 500,000 shares of the Company's $.01 par value Preferred Stock
are hereby designated as shares of Series C 10% Cumulative Convertible Preferred
Stock (the "Series C Preferred Stock"), for issuance in accordance with such
actions of the Board of Directors as may be required under Delaware law, with
the following rights and preferences:
Dividends. The holders of Series C Preferred Stock will be entitled to receive,
out of assets legally available for such purpose, in equal preference and
priority to the obligations to pay dividends on the Series B Preferred Stock,
but before any distributions shall be declared, paid, or set aside, or any other
distribution shall be declared or made, upon any other shares of capital stock
of the Company, distributions in cash at the rate of 10% per annum on the stated
value of $10.00 per share, or $1.00 per share per annum. Such dividend shall be
paid on or before the 30th day after the last day of the fiscal quarter with
respect to which such distribution shall be payable commencing July 1, 1995,
such dividends to accrue from the date of first issuance. If any distributions
payable on any share of Series C Preferred Stock shall not be paid for any
reason, the right of the holders of such shares of Series C Preferred Stock to
receive payment of such distribution shall not lapse or terminate, but each such
unpaid distribution (the "Unpaid Dividends") shall accumulate and shall be paid
without interest to such holders, when and as authorized by the Board of
Directors of the Company. To the extent that the Company does not have a
sufficient amount of cash to pay any dividends declared on both the Series B and
Series C Preferred Stock, the Series C Preferred Stock shall have priority as to
payment in cash and dividends may be paid to holders of the Series B Preferred
Stock in additional shares of Series B Preferred Stock, based on the stated
value of $100.00 per share. Holders of shares of Series C Preferred Stock are
not entitled to any dividend, whether payable in cash, property, or stock, in
excess of full cumulative dividends. No distribution shall be declared,
ordered, or made upon any other class of stock of the Company, nor shall any
sums be set aside for or applied to the purchase or redemption of any shares of
any other class of stock of the Company, unless and until all Unpaid Dividends
payable upon each issued and outstanding share of Series C Preferred Stock shall
have been fully paid or a distribution shall have been declared and a sum
sufficient for full payment of the Unpaid Dividends set apart therefor.
Liquidation Preference. In the event of any liquidation, dissolution or winding
up of the Company, whether voluntary of involuntary, any holder of the Series C
Preferred Stock shall, for each share of Series C Preferred Stock, be entitled
to receive a distribution of $10.00 plus any accrued and unpaid dividends out of
the assets of the Company, on an equal preference basis to the Series B
Preferred Stock, except that such Series B Preferred Stock is entitled to a
distribution of $100.00 per share, but prior to any
Exhibit A - Page 1
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distribution of assets with respect to any other shares of capital stock of the
Company other than the Series B Preferred Stock, as a result of such
liquidation, distribution or winding up of the Company.
Conversion. At any time at the option of the holder, the Series C Preferred
Stock shall be convertible into shares of Common Stock, based on a value of
$10.00 for each share of Series C Preferred Stock and $.6875 for the Common
Stock. The holders of Series C Preferred Stock who desire to convert shares of
Series C Preferred Stock to shares of Common Stock shall give the Company 30
days prior written notice of their intention to convert, which notice shall
specify that all or a part of the shares of Series C Preferred Stock held by
such holder shall be converted to shares of Common Stock and the date upon which
such conversion shall be effective.
Should the price of the Company's Common Stock reach or exceed a closing high
bid price of $.8125 for ten (10) consecutive business days (the "Mandatory
Conversion Event"), each share of the Series C Preferred Stock shall
automatically convert to shares of Common Stock of the Company. The effective
date of such automatic conversion shall be the day following the Mandatory
Conversion Event for the purpose of determining dividends payable and other
rights and preferences. Upon the occurrence of the Mandatory Conversion Event,
and the subsequent automatic conversion, all dividends accruing as of the
Mandatory Conversion Event shall become payable within 30 days of such date, and
additional dividends shall not accrue nor require payment subsequent to such
date.
In the event of a stock dividend or stock split with respect to the Company's
outstanding shares of Common Stock, the number of shares into which each share
of Series C Preferred Stock shall be convertible shall be proportionately
adjusted.
Optional Redemption. The Company shall have the right and option upon notice to
the holders of the Series C Preferred Stock to call, redeem and acquire any or
all of the shares of Series C Preferred Stock at a price equal to $11.00 per
share, plus any accrued and unpaid dividends, at any time to the extent such
shares have not been previously converted to Common Stock pursuant to the terms
described above; provided, however, that the holders of the Series C Preferred
Stock shall, in any event, have the right during the 30-day period immediately
following the date of the Notice of Redemption, which shall fix the date for
redemption (the "Redemption Date"), to convert their shares of Series C
Preferred Stock in accordance with the terms described above. If the shares are
converted during such 30-day period, this call option shall be deemed not to
have been exercised by the Company with respect to such shares so converted.
Said Notice of Redemption shall require the holders to surrender to the Company,
on or before the Redemption Date, to the Company's transfer agent, the
certificates representing the shares of Series C Preferred Stock to be redeemed.
Notwithstanding the fact the certificates representing the shares called for
redemption have not been surrendered for
Exhibit A - Page 2
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redemption and cancellation on or after the Redemption Date, such shares shall
be deemed to be expired and all rights of the holders thereof shall cease and
terminate.
Voting Rights. The holders of the Series C Preferred Stock shall have no voting
rights except to the extent required by the Delaware General Corporation Law.
Preemptive Rights. The Series C Preferred Stock shall be entitled to no
preemptive rights.
RESOLVED FURTHER, that the appropriate officers of the Company are hereby
authorized and directed to prepare, execute and file an appropriate Certificate
of Designation of Rights and Preferences of Series C Preferred Stock with the
Delaware Secretary of State as soon as is practicable; and
RESOLVED FURTHER, that the appropriate officers of the Company are hereby
authorized and directed to prepare, execute and issue certificates representing
such shares of Series C Preferred Stock at such time as the Company has received
the consideration therefor, such shares to be issued as registered securities as
defined in the Securities Act of 1933, as amended.
Exhibit A - Page 3
