SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ARGUSS COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 02-0413153
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
ONE CHURCH STREET, SUITE 302, ROCKVILLE, MARYLAND
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(Address of principal executive offices)
20850
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(Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on
to be so registered: which each class
is to be registered:
COMMON STOCK, NEW YORK STOCK EXCHANGE
$0.01 Par Value
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.
This Registration Statement on Form 8-A is filed for the purpose of
registering the common stock, par value $0.01 per share ("Common Stock"), of
Arguss Communications, Inc. (the "Company") under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection
with the listing of the Common Stock on the New York Stock Exchange ("NYSE").
The Common Stock is currently listed on the NASDAQ National Market (the
"NASDAQ"). The Company anticipates that such listing on the NASDAQ will be
terminated in connection with the listing on the NYSE.
The following is a description of the Common Stock, as well as the
rights, preferences, qualifications, restrictions and limitations of the other
capital stock of the Company affecting the rights of the holders of Common
Stock. The following description is qualified in its entirety by reference to
the terms of the Company's Certificate of Incorporation which is included as an
exhibit to reports previously filed by the Company with the Securities and
Exchange Commission.
Authorized Shares
The Company's Certificate of Incorporation, as amended, authorizes the
Company to issue 1,000,000 shares of preferred stock, par value $.01 per share,
and 30,000,000 shares of Common Stock, par value $.01 per share.
The Board of Directors is authorized to issue the authorized but
unissued shares of preferred stock in series and, with respect to each series,
to fix its designation, rights (including voting, dividend, conversion, sinking
fund and redemption rights), preferences (including with respect to dividends
and liquidation), qualifications, restrictions and limitations. As of the date
hereof, in addition to the Common Stock, the Company has no shares of preferred
stock outstanding.
Common Stock
Voting Rights. The holders of the Company's Common Stock have one vote
per share. Holders of Common Stock are not entitled to vote cumulatively for the
election of directors. Generally, all matters to be voted on by shareholders
must be approved by a majority, or, in the case of the election of directors, by
a plurality, of the votes entitled to be cast at a meeting at which a quorum is
present by all shares of Common Stock present in person or represented by proxy,
voting together as a single class, subject to any voting rights granted to
holders of any then outstanding preferred stock.
Dividends. Holders of Common Stock will share ratably in any dividends
declared by the Board of Directors, subject to the preferential rights of any
preferred stock then outstanding. Dividends consisting of shares of Common Stock
may be paid to holders of shares of Common Stock.
Other Rights. In the event of liquidation, dissolution or winding up,
after payment of liabilities and liquidation preferences on any shares of
Preferred Stock then outstanding, the holders of Common Stock are entitled to
share ratably in all assets available for distribution. Holders of Common Stock
have no preemptive rights or rights to convert their Common Stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
Common Stock.
Preferred Stock
The Board of Directors is authorized to fix the voting rights, if any,
designations, powers, preferences, qualifications, limitations and restrictions
applicable to the shares of each series. The Board of Directors may, without
shareholder approval, issue Preferred Stock with voting and other rights that
could adversely affect the voting power and other rights of the holders of
Common Stock and could have anti-takeover effects. The ability of the Company's
Board of Directors to issue Preferred Stock without shareholder approval could
have the effect of delaying, deferring or preventing a change of control or the
removal of existing management.
<PAGE>
Certain Charter Provisions
Certain Provisions of the Company's Certificate of Incorporation and
By-Laws may have anti-takeover effects. A number of provisions of the Company's
Certificate of Incorporation and By-Laws concern matters of corporate governance
and the rights of shareholders. Some of these provisions, including, but not
limited to, the filling of vacancies on the Board of Directors by the
affirmative vote of a majority of the remaining directors, and the ability of
the Board of Directors to issue shares of preferred stock and to set the voting
rights, preferences and other terms thereof, without further shareholder action,
may be deemed to have an anti-takeover effect and may discourage takeover
attempts not first approved by the Board of Directors, including takeovers which
shareholders may deem to be in their best interests. If takeover attempts are
discouraged, temporary fluctuations in the market price of the Company's Common
Stock, which may result from actual or rumored takeover attempts, may be
inhibited. These provisions, together with the ability of the Board of Directors
to issue preferred stock without further shareholder action, could also delay or
frustrate the removal of incumbent directors or the assumption of control by
shareholders, even if the removal or assumption would be beneficial to the
Company's shareholders. These provisions could also discourage or inhibit a
merger, tender offer or proxy contest, even if favorable to the interests of
shareholders, and could depress the market price of the Company's Common Stock.
The Board of Directors believes these provisions are appropriate to protect the
Company's interests and the interests of its shareholders. The Board of
Directors has no present plans to adopt any further measures or devices which
may be deemed to have an "anti-takeover effect."
Delaware Anti-Takeover Provisions. The Company is a Delaware
corporation and is subject to Section 203 of the Delaware General Corporation
Law, which prohibits a publicly-held Delaware corporation from engaging in a
"business combination," except under certain circumstances, with an "interested
stockholder" for a period of three years following the date such person became
an "interested stockholder" unless:
o before such person became an interested stockholder, the
Board of Directors of the corporation approved either the
business combination or the transaction that resulted in the
interested stockholder becoming an interested stockholder;
o upon the consummation of the transaction that resulted in
the interested stockholder becoming an interested
stockholder, the interested stockholder owned at least 85%
of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding shares held by
directors who are also officers of the corporation and
shares held by employee stock plans; or
o at or following the time such person became an interested
stockholder, the business combination is approved by the
Board of Directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the
holders of 66 2/3% of the outstanding voting stock of the
corporation which is not owned by the interested
stockholder.
The term "interested stockholder" generally is defined as a person who, together
with affiliates and associates, owns, or, within the three years prior to the
determination of interested stockholder status, owned, 15% or more of a
corporation's outstanding voting stock. The term "business combination" includes
mergers, asset or stock sales and other similar transactions resulting in a
financial benefit to an interested stockholder. Section 203 makes it more
difficult for an "interested stockholder" to effect various business
combinations with a corporation for a three-year period. The existence of these
provisions would be expected to have an anti-takeover effect with respect to
transactions not approved in advance by the board of directors, including
discouraging attempts that might result in a premium over the market price for
the shares of common stock held by stockholders. A Delaware corporation may "opt
out" of Section 203 with an express provision in its original certificate of
incorporation or any amendment thereto. The Company's Certificate of
Incorporation does not contain any such exclusion.
<PAGE>
Item 2. Exhibits.
None.
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.
Date: December 6, 2000 ARGUSS COMMUNICATIONS, INC.
By:/s/ ARTHUR F. TRUDEL, JR.
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Arthur F. Trudel, Jr.
Chief Financial Officer
