SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
SCI SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 63-0583436
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
c/o SCI Systems (Alabama), Inc.
2101 West Clinton Avenue, Huntsville, Alabama 35805
(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, $.10 par value New York 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 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
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered is the Common Stock, par value of
$.10 per share, of SCI Systems, Inc., a Delaware corporation (the "Company").
Holders of the Common Stock are entitled to receive such dividends, if any,
as may be declared from time to time by the Board of Directors in its discretion
from funds legally available therefor, subject to certain financial covenants
contained in the Company's loan agreements. Holders of the Common Stock are
entitled to one vote per share on all matters voted upon by stockholders.
Stockholders do not have cumulative voting rights which means that the holders
of a majority of the shares voting for the election of directors can elect all
the directors then standing for election, if they choose to do so. On
liquidation of the Company, the holders of the Common Stock are entitled to
share pro rata in any distribution of any assets of the Company remaining after
satisfaction of creditors and distribution to the holders of any outstanding
Preferred Stock of the liquidation preferences of such stock and any unpaid
dividends thereon. The holders of the Common Stock have no preemptive or other
subscription or conversion privileges, and there are no redemption provisions
with respect to such shares. The shares of Common Stock outstanding at the date
of this Registration Statement are fully paid and non-assessable.
The Certificate of Incorporation of the Company requires the affirmative
vote of the holders of 70% of the voting stock to approve certain mergers,
consolidations, reclassifications, dispositions of assets or liquidations,
involving or proposed by certain "Interested Stockholders," unless certain price
and procedural requirements are met or unless the transaction is approved by
two-thirds of the disinterested directors. Generally, "Interested Stockholders"
include any person who beneficially owns 20% or more of the Company's voting
stock at any time during the two years prior to the date in question or an
assignee or successor of such a person. In addition, the Certificate of
Incorporation provides: (i) for classification of the Board of Directors into
three separate classes, each elected for a term of three years; (ii) that
special meetings of the stockholders may be called only by two-thirds of the
directors, the Chairman of the Board, or holders of 70% of the voting stock; and
(iii) that action by the stockholders of the Company in lieu of a meeting of the
stockholders may be taken only with the written consent of holders of 70% of the
voting stock. Except for any amendment recommended by two-thirds of the
directors, these provisions of the Certificate of Incorporation may be amended
only by the affirmative vote of holders of 70% of the voting stock of the
Company. The overall effect of these provisions may be to delay or prevent
attempts by other corporations or groups to acquire control of the Company
without negotiation with the Board of Directors.
Item 2. Exhibits.
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
SIGNATURES
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.
SCI SYSTEMS, INC.
By: /s/ Olin B. King
--------------------
Olin B. King
Chairman of the Board
and Chief Financial Officer
(Principal Executive Officer and
Principal Financial and Accounting Officer)
Date: March 18, 1997
