SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
International Airline Support Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware No. 59-2223025
(State of incorporation or organization) (IRS Employer Identification No.)
8095 N.W. 64th Street
Miami, Florida 33166
(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 be come 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(b) of the Act:
Name of each exchange on
Title of each Class to which each class is to
be so registered be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock par value $.001 per share
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
General
The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock, par value $.001 per share and 2,000,000 shares of Preferred
Stock par value $.001 per share. As of May 31, 1996, there were 4,041,779
shares of Common Stock outstanding which were held of record by 105
stockholders and beneficially by approximately 850 stockholders and no
shares of Preferred Stock outstanding. Immediately following completion of
the Restructuring, there were 2,395,105 shares of Common Stock outstanding
and no shares of Preferred Stock outstanding.
Common Stock
Subject to the rights of the holders of any Preferred Stock which may be
outstanding, each holder of Common Stock on the applicable record date is
entitled to receive such dividends as may be declared by the Board of
Directors out of funds legally available therefor, and, in the event of
liquidation to share pro rata in any distribution of the Company's assets
after payment or providing for the payment of liabilities and the liquidation
preference of an outstanding Preferred Stock. Each holder of Common Stock
is entitled to one vote for each share held of record on the applicable
record date on all matters presented to a vote of stockholders, including
the election of directors. Holders of Common Stock have no cumulative
voting rights or preemptive rights to purchase or subscribe for any stock
or other securities and there are no conversion rights or redemption or
sinking fund provisions with respect to such stock. All outstanding
shares of Common Stock are, and the shares of Common Stock offered hereby
will be when issued, fully paid and nonassessable.
The transfer agent for the Common Stock is The First Union National Bank
of North Carolina.
Preferred Stock
The Company's Board of Directors has the authority to issue shares of
Preferred Stock in one or more series and to fix, by resolution, the voting
powers, full or limited or no voting powers, and such designations,
preferences and relative, participating, optional or other rights, if any,
and the qualifications, limitations or restrictions thereof, if any,
including the number of shares in such series (which the Board
may increase or decrease as permitted by Delaware law), liquidation
preferences, dividend rates, conversion rights and redemption provisions
of the shares constituting any series, without any further vote or action
by the stockholders. Any share of Preferred Stock so issued would have
priority over the Common Stock with respect to dividend or liquidation
rights or both.
Director's Liability
The Company has included in its Restated Certificate provisions to
eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty (provided that such
provision does not eliminate liability for breaches of the duty of loyalty,
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, violations under Section 174 of the
Delaware General Corporation Law ("DGCL") or for any transaction from which
the director derived an improper personal benefit) and in its Bylaws
provisions to indemnify its directors and officers to the fullest
extent permitted by Section 145 of the DGCL, including circumstances in
which indemnification is otherwise discretionary. The Company believes that
these provisions are necessary to attract and retain qualified persons as
directors and officers.
Anti-takeover Effects of Certain Provisions of the Company's Restated
Certificate of Incorporation and Bylaws
Stockholder Action by Written Consent. The Certificate of Incorporation
provides that no action required or permitted to be taken at any annual or
special meeting of the stockholders of the Company may be taken without
a meeting, and the power of stockholders of the Company to consent in
writing, without a meeting, to the taking of any action is specifically
denied. This provision of the Certificate of Incorporation may not be
amended, modified or repealed by the stockholders of the Company, except
with the consent of holders of three-fourths of the Company's outstanding
Common Stock.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations. The Bylaws provide that stockholders seeking to bring
business before an annual meeting of stockholders, or to nominate
candidates for election as directors at an annual or special meeting
of stockholders, must provide timely notice thereof in writing. To be
timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Company not less than 30 days nor
more than 60 days prior to the meeting; provided, however, that in the event
that less than 40 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be received no later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. The Bylaws also specify certain
requirements for a stockholder's notice to be in proper written form.
These provision may preclude some stockholders form bringing matters before
the stockholders at an annual or special meeting or from making nominations
for directors at an annual or special meeting. As set forth below, this
provision of the Bylaws may not be amended, modified or repealed by the
stockholders of the Company, except with the consent of holders of
three-fourths of the Company's outstanding Common Stock.
Adjournment of Meetings of Stockholders. The Bylaws provide that when a
meeting of stockholders of the Company is convened, the presiding officer,
if directed by the Board of Directors, may adjourn the meeting if no quorum
is present for the transaction of business or if the Board of Directors
determines that adjournment is necessary or appropriate to enable the
stockholders to consider fully information which the Board of Directors
determines has not been made sufficiently or timely available to
stockholders or to otherwise effectively exercise their voting rights.
This provision will, under certain circumstances, make more difficult or
delay actions by the stockholders opposed by the Board of Directors.
The effect of such provision could be to delay the timing of a stockholders'
meeting, including in cases where stockholders have brought proposals before
the stockholders which are in opposition to those brought by the Board of
Directors and therefore may provide the Board of Directors with additional
flexibility in responding to such stockholder proposals. As set forth
below, this provision of the Bylaws may not be amended, modified or repealed
by the stockholders of the Company, except with the consent of holders of
three-fourths of the Company's outstanding Common Stock.
Amendment of the Bylaws. The Certificate of Incorporation provides that no
provision of the Bylaws may be amended, altered, changed or repealed by the
stockholders of the Company, nor may any provision of the Bylaws inconsistent
with such provision be adopted by the stockholders of the Company, except
with the consent of holders of three-fourths of the Company's outstanding
Common Stock. This provision makes it more difficult for stockholders to
make changes to the Bylaws that are opposed by the Board of Directors.
This provision of the Certificate of Incorporation may not be amended,
modified or repealed by the stockholders of the Company, except with the
consent of holders of three-fourths of the Company's outstanding Common
Stock.
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.
INTERNATIONAL AIRLINE SUPPORT
GROUP, INC.
By:
George Murnane III
Chief Financial Officer
Dated: October ___, 1996
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