SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A12B
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SALTON, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3777824
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
550 BUSINESS CENTER DRIVE, MOUNT PROSPECT, IL 60056
(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
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COMMON STOCK, PAR NEW YORK STOCK EXCHANGE
VALUE $0.01 PER SHARE
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this
form relates: Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of the Registrant currently consists
of 20,000,000 shares of common stock, par value $0.01 per share ("Common
Stock"), and 2,000,000 shares of preferred stock, par value $0.01 per
share ("Preferred Stock").
Holders of Common Stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders. Holders of
shares of Common Stock shall be entitled to receive, when and as
declared by the Board of Directors out of the assets of the Registrant
legally available therefor, such dividends as may be declared from time
to time by the Board of Directors, subject to the prior rights of
holders of Preferred Stock at the time outstanding having prior rights
as to dividends. Upon liquidation of the Registrant, the assets legally
available for distribution to stockholders are distributable ratably
among the holders of Common Stock at that time outstanding, subject to
prior distribution rights of creditors of the Registrant and to the
preferential rights of any outstanding shares of Preferred Stock.
Holders of Common Stock do not have cumulative voting rights in the
election of directors and do not have preemptive, subscription,
redemption, or conversion rights.
The Registrant's Certificate of Incorporation (the "Certificate")
divides the Board of Directors into three classes. The directors serve
staggered terms of three years, with the members of one class being
elected in any year. A classified Board of Directors may have the
effect of making it more difficult to remove incumbent directors. A
classified Board of Directors may also make the acquisition of control
of the Registrant by a third party by means of a proxy contest more
difficult.
The Certificate requires any action by the stockholders of the
Registrant to be taken at an annual or special meeting and not by
consent in writing or otherwise.
The Certificate provides that advance notice of nominations for the
Board of Directors, other than nominations by the Board of Directors or
a committee thereof, shall be given to the Registrant in the manner
provided in the Bylaws. The Bylaws currently provide that such
nominations (and the proposal of other business) may be made by any
stockholder of record entitled to vote if notice is properly effected.
Notice of such nominations generally must be received by the Registrant
not less than 30 days (60 days for the proposal of other business) prior
to the first anniversary of the preceding year's annual meeting in order
to be considered at an annual meeting of the stockholders. For special
meetings, notice of director nominations must be received by the
Registrant not less than 30 days prior to such meeting or by the 10th
day following the day on which public announcement is first made of the
date of the special meeting.
The Certificate requires, subject to the rights of holders of
Preferred Stock, that special meetings of stockholders be called only by
the Board of Directors acting by affirmative vote of a majority of the
directors then in office. The Bylaws currently provide that only
business specified in the Registrant's notice of a special meeting of
stockholders may be conducted at a special meeting.
The provisions in the Certificate providing for a classified Board
of Directors, restricting the ability of stockholders to act other than
at a meeting, authorizing advance notice of nominations for the Board of
Directors in certain circumstances, and allowing only the Board of
Directors to call special meetings of stockholders may be amended or
repealed only by the affirmative vote of the holders of at least 66 2/3%
of the outstanding shares of stock generally entitled to vote, voting
together as a single class.
The Bylaws may be amended either by the Board of Directors acting
by affirmative vote of a majority of the directors then in office, or by
the vote of stockholders of the Registrant, except that any such vote of
stockholders pursuant to a stockholder proposal to amend the Bylaws
requires the vote of at least 66 2/3% of the stock of the Registrant
generally entitled to vote, voting together as a single class. The
provisions in the Certificate respecting the vote requirements for
amending the Bylaws may be amended or repealed only by the affirmative
vote of the holders of at least 66 2/3% of the outstanding shares of
stock generally entitled to vote, voting together as a single class.
The Certificate authorizes the Board of Directors to issue
Preferred Stock from time to time in one or more series and to determine
the rights, preferences, privileges (including, but not limited to, the
appointment of directors) and restrictions, including dividend rights,
conversion rights, voting rights, terms of redemption (including sinking
fund provisions, if any), and liquidation rights, with regard to any
series of Preferred Stock and to fix the number of shares of any series
of Preferred Stock and the designation of any such series, without any
further vote or action by stockholders. The issuance of Preferred Stock
could be used, under certain circumstances, as a method of delaying or
preventing a change in control of the Registrant and could permit the
Board of Directors, without any action by holders of Common Stock, to
issue Preferred Stock which could have a detrimental effect on the
rights of holders of Common Stock, including loss of voting control.
The issuance of Preferred Stock could also have the effect of decreasing
the market price of the Common Stock.
Item 2. Exhibits.
The securities being registered hereby are to be registered on an
exchange on which no other securities of the registrant are registered.
Therefore, all exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange, Inc. and are not filed with or
incorporated by reference to this Registration Statement.
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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.
SALTON INC.
By /s/ John E. Thompson
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Chief Financial Officer
Dated: February 23, 1999
