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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
SIMULA, INC.
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(Exact name of Registrant as specified in its charter)
ARIZONA 86-0320129
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2700 North Central Avenue, Suite 1000, Phoenix, Arizona 85004
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
Series A Convertible Exchangeable Preferred Stock New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered:
Series A Convertible Exchangeable Preferred Stock
The description of the Company's Series A Convertible Exchangeable
Preferred Stock appearing under the caption "Description of Preferred Stock" in
the prospectus portion of the Company's Registration Statement on Form S-3, SEC
File No. 333-13499 and all amendments thereto, as filed with the SEC.
Item 2. Exhibits
1. The description of the Company's Series A Convertible Exchangeable
Preferred Stock appearing under the caption "Description of Preferred Stock" in
the prospectus portion of the Company's Registration Statement on Form S-3, SEC
File No. 333-13499.
2. All other exhibits required by Instruction II to Item 2 have been
supplied to the New York Stock Exchange.
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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, thereunto duly authorized.
DATED: April 15, 1997
SIMULA, INC.
By /s/Sean K. Nolen
-------------------------
Sean K. Nolen
Chief Financial Officer
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DESCRIPTION OF PREFERRED STOCK
GENERAL
Under the Company's Amended and Restated Articles of Incorporation, the
Company's Board of Directors is authorized, without further shareholder action,
to provide for the issuance of up to 50 million shares of preferred stock, $.05
par value, in one or more series, with such voting powers or without voting
powers, and with such designations, powers, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions, as shall be set forth in the resolutions providing therefor. As
of the date of this Prospectus, the Company has no shares of preferred stock
outstanding.
Set forth below is a summary of the material provisions of the Preferred
Stock. Further details are available by reference to the provisions of the
Statement Pursuant to Arizona Revised Statutes sec.10-602 (the "Certificate of
Designations") relating to the Preferred Stock, a copy of which has been filed
as an exhibit to the Registration Statement of which this Prospectus constitutes
a part.
The Preferred Stock will, when issued, be fully paid and nonassessable. The
transfer agent, registrar, redemption agent, and conversion agent for shares of
the Preferred Stock will be American Stock Transfer & Trust Company, New York,
New York.
DIVIDENDS
Holders of shares of Preferred Stock will be entitled to receive, when and
as declared by the Board of Directors of the Company out of assets of the
Company legally available for payment, a cumulative annual cash dividend of
$ per share. Dividends accrue from the date of original issuance and
are payable quarterly on the 30th day of January, April, July, and October (or
if such day is not a business day, on the business day immediately succeeding
such 30th day), commencing July 30, 1997, to the person in whose name the
Preferred Stock is registered at the close of business on the 15th day of the
month next preceding such dividend payment date, or if any such date is not a
business day, on the next succeeding day that is a business day.
Dividends will be computed on the basis of a 360-day year of twelve 30-day
months, with each dividend payment to be rounded to the nearest whole cent.
Dividends on the Preferred Stock will accumulate to the extent they are not paid
on the dividend payment date for the period for which they accrued whether or
not the Company has earnings, whether or not there are funds legally available
for the payment of such dividends, and whether or not such dividends are
declared. Dividends on the Preferred Stock will be cumulative from the date
issued. Such dividends will be payable when and as declared by the Board of
Directors of the Company out of assets of the Company legally available for
payment. Accrued dividends, whether current or in arrears, are payable on
Preferred Stock that is converted into Common Stock only if such dividend has
been declared and is payable as of a record date prior to the Conversion Date
(as hereinafter defined).
No dividends shall be declared, paid, or set apart for payment on Common
Stock, or the preferred stock of any series ranking, as to dividends, junior to
the Preferred Stock, for any period unless full cumulative dividends have been
or contemporaneously are declared and paid (or declared and a sum sufficient for
the payment thereof set apart for payment) on the Preferred Stock for all
dividend payment periods terminating on or prior to the date of payment of such
dividends. When dividends are not paid in full upon the Preferred Stock and any
other preferred stock ranking on a parity as to dividends with the Preferred
Stock, all dividends declared upon shares of Preferred Stock and any other
preferred stock ranking on a parity as to dividends will be declared pro rata so
that in all cases the amount of dividends declared per share on the Preferred
Stock and such other preferred stock shall bear to each other the same ratio
that accumulated dividends per share on the shares of Preferred Stock and such
other preferred stock bear to each other.
LIQUIDATION RIGHTS
In the event of any involuntary liquidation, dissolution, or winding up of
the Company, the holders of shares of Preferred Stock are entitled to receive
out of assets of the Company available for distribution to the
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shareholders, before any distribution of assets is made to holders of Common
Stock or other stock of the Company ranking junior to the Preferred Stock,
liquidating distributions in the amount of $ per share plus accrued and
unpaid dividends. If upon any voluntary or involuntary liquidation, dissolution,
or winding up of the Company, the amounts payable with respect to the Preferred
Stock and any other shares of stock of the Company ranking as to any such
distribution on a parity with the Preferred Stock are not paid in full, the
holders of the Preferred Stock and of such other shares will share ratably in
any such distribution of assets of the Company in proportion to the full
respective preferential amounts to which they are entitled. After payment of the
full amount of the liquidating distribution to which they are entitled, the
holders of shares of Preferred Stock will not be entitled to any further
participation in any distribution of assets of the Company. Such liquidation
rights are not triggered by (i) any consolidation or merger of the Company with
or into any other corporations, (ii) any dissolution, liquidation, winding up or
reorganization of the Company immediately followed by reincorporation of another
corporation or creation of a partnership, or (iii) a sale or other disposition
of all or substantially all of the Company's assets to another corporation or a
partnership, provided that in each case effective provision is made in the
certificate of incorporation of the resulting and surviving corporation or the
articles of partnership, or otherwise, for the protections of the rights of the
holders of Preferred Stock.
CONVERSION RIGHTS
Each share of the Preferred Stock is convertible at any time after the date
of issuance, unless previously redeemed, at the option of the holder thereof
into shares of the Company's Common Stock, equivalent to a conversion
price of $ per share of Common Stock, subject to adjustment as set
forth below. A holder of Preferred Stock may convert his shares by surrendering
to the conversion agent each certificate covering shares to be converted
together with a statement of the name or names in which the shares of Common
Stock shall be registered upon issuance (the date of such surrender, the
"Conversion Date"). Every such notice of election to convert will constitute a
contract between the holder giving such notice and the Company whereby such
holder will be deemed to subscribe for the shares of Common Stock he will be
entitled to receive upon such conversion and, in payment and satisfaction of
such subscription, to surrender the shares of Preferred Stock to be converted
and to release the Company from all further obligation thereon and whereby the
Company will be deemed to accept the surrender of such shares of Preferred Stock
in full payment of the shares of Common Stock so subscribed for and to be issued
upon such conversion. As promptly as practicable after the Conversion Date, the
Company shall issue and deliver to the converting holder of the Preferred Stock
a certificate representing the number of shares of Common Stock into which the
Preferred Stock was converted together with dividends, if any, payable on the
Preferred Stock so converted as may be declared and made payable to holders of
record of Preferred Stock on the record date immediately preceding the
Conversion Date. If a holder of Preferred Stock elects to convert only a portion
of his Preferred Stock, upon such conversion the Company shall also deliver to
the holder of the Preferred Stock a new Preferred Stock certificate representing
his unconverted Preferred Stock. In lieu of fractional shares of Common Stock,
there will be paid to the holder of the Preferred Stock at the time of
conversion an amount in cash equal to the same fraction of the current market
value of a share of Common Stock of the Company. This current market value will
be deemed the closing price of the Common Stock on the NYSE on the last trading
day preceding the Conversion Date.
The Conversion Rate is subject to adjustment upon the issuance of shares of
Common Stock or other securities of the Company as a dividend or distribution on
shares of Common Stock of the Company to the holders of all of its outstanding
shares of Common Stock; subdivisions, combinations, or certain reclassifications
of shares of Common Stock of the Company; the issuance of shares of Common Stock
of the Company or of rights, options, or warrants to subscribe for or purchase
shares of Common Stock of the Company at less than the effective Conversion
Price of the Preferred Stock; or the distribution to the holders of shares of
Common Stock of the Company generally of evidences of indebtedness or assets
(excluding cash dividends and distributions made out of current or retained
earnings) or rights, options, or warrants to subscribe for securities of the
Company other than those mentioned above. No adjustment in the Conversion Rate
will be required to be made with respect to the Preferred Stock until cumulative
adjustments amount to 1% or more; however, any such adjustment not required to
be made will be carried forward and taken into account in any
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subsequent adjustment. No accrued and unpaid cumulative dividends will be paid
upon conversion of the Preferred Stock unless the conversion occurs after the
record date for such dividend.
In the event of any consolidation with or merger of the Company into
another corporation, or sale of all or substantially all of the properties and
assets of the Company to any other corporation, or in case of any reorganization
of the Company, each share of Preferred Stock would thereupon become convertible
only into the number of shares of stock or other securities, assets, or cash to
which a holder of the number of shares or Common Stock of the Company issuable
(at the time of such consolidation, merger, sale, or reorganization) upon
conversion of such share of Preferred Stock would have been entitled upon such
consolidation, merger, sale or reorganization.
EXCHANGEABILITY
At the Company's option, all, but not less than all, of the then
outstanding shares of the Preferred Stock may be exchanged on any dividend
payment date commencing , subject to certain conditions stated below,
for the Company's % Senior Subordinated Convertible Exchange Notes due
(the "Exchange Notes") on not less than 30 days nor more than 60 days
notice preceding the dividend payment date, at an exchange rate of $
principal amount of Exchange Notes for each share of the Preferred Stock.
Concurrent with such notice of the Company's exercise of its exchange option,
the Company will provide information regarding the procedure for tendering
shares to the Company or Trustee in exchange for Exchange Notes. Such exchange
may be made only if, at the time of exchange (i) the Exchange Indenture (as
defined under "Description of Exchange Notes") shall have been qualified under
the Trust Indenture Act of 1939, (ii) there shall be no dividend arrearage on
the Preferred Stock (including the dividend payable on the date of exchange),
and (iii) no Event of Default under the Exchange Indenture shall have occurred
and be continuing. The form of the Exchange Indenture may not be amended or
supplemented before the date of exchange without the affirmative vote or consent
of the holders of two-thirds of outstanding shares of the Preferred Stock,
except for those changes which would not adversely affect the legal rights of
such holders. In the event such exchange would result in the issuance of an
Exchange Note in a principal amount which is not an integral multiple of $25,
the difference between such principal amount and the highest integral multiple
of $25 shall be paid to the holder in cash. On the date of the issuance of the
Exchange Notes (the "Exchange Date"), the rights of holders of the Preferred
Stock shall cease and the person or persons entitled to receive Exchange Notes
issuable upon such exchange shall be treated as the registered holder or holders
of such Exchange Notes. Interest will accrue on the Exchange Notes from the date
of exchange. See "Description of Exchange Notes."
VOTING RIGHTS
The holders of the Preferred Stock are not entitled to vote, except as set
forth below and as provided by law. On matters subject to a vote by holders of
the Preferred Stock, the holders are entitled to one vote per share.
If the equivalent of six quarterly dividends (whether or not consecutive)
payable on the Preferred Stock, or on any other series of preferred stock
ranking on a parity with the Preferred Stock as to dividends or liquidation
rights and having similar voting rights, are in arrears, the number of directors
of the Company will be increased by two and the holders of all outstanding
series of parity preferred stock, voting as a single class without regard to
series, will be entitled, at either an annual or special meeting called
therefor, to elect the additional two directors until all dividends in arrears
have been paid or declared and set apart for payment. In the election of such
directors, a quorum shall consist of a majority of the then outstanding shares
of Preferred Stock.
Without the consent of the holders of Preferred Stock, the Company may
issue other series of preferred stock which are pari passu with, or junior to,
the Preferred Stock as to dividends and liquidation rights. Without the approval
of the holders of at least two-thirds of the number of shares of Preferred Stock
then outstanding, voting or consenting separately as a class, the Company may
not issue preferred stock which is senior to the Preferred Stock as to dividends
or liquidation rights, or amend, alter or repeal any of the voting
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rights, designations, preferences or other rights of the holders through
amendment of the Company's Articles of Incorporation, Bylaws, or any other
means, of the Preferred Stock so as adversely to affect such voting rights,
designations, preferences or other rights.
OPTIONAL REDEMPTION
If not earlier converted, exchanged, or redeemed, the Preferred Stock may
be redeemed at the Company's option, upon at least 30 days' notice, in whole or
in part on a pro rata basis, on and after , 1999, at the
following redemption prices if redeemed during the twelve-month period beginning
of the year indicated below, in each case together with accrued
dividends payable thereon to the redemption date:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE PER SHARE
-------------------------------------- --------------------------
<S> <C>
1999..................................
2000..................................
2001..................................
2002..................................
2003..................................
</TABLE>
However, on or after ,1999 and prior to ,
2000, the Preferred Stock will not be redeemable unless the closing price of the
Company's Common Stock as quoted on the NYSE has equaled or exceeded $
for 20 trading days within a period of 30 consecutive trading days.
Concurrently with the notice of redemption provided by the Company, the
Company will provide instructions as to the procedure to be followed to execute
such redemption. If less than all of the shares of Preferred Stock are to be
redeemed, the Trustee shall select the shares of Preferred Stock to be redeemed
on a pro rata basis.
CHANGE OF CONTROL REDEMPTION
Within 30 days following the occurrence of any Change of Control, the
Company shall offer ("Change of Control Offer") to purchase all outstanding
Preferred Stock at a purchase price of $ per share plus accrued and unpaid
dividends to the date of the Change of Control Offer. The Change of Control
Offer shall be deemed to have commenced upon mailing of notice to the holders of
Preferred Stock and shall terminate 20 business days after its commencement,
unless a longer offering period is then required by law. Promptly after the
termination of the Change of Control Offer ("Change of Control Payment Date"),
the Company shall purchase and mail or deliver payment for all shares tendered
in response to the Change of Control Offer. If the Change of Control Payment
Date is on or after a dividend payment record date and on or before the related
dividend payment date, any accrued and unpaid dividends will be paid to the
Person in whose name a share is registered at the close of business on such
record date, and no additional dividends will be payable to holders who tender
shares pursuant to the Change of Control Offer.
Change of Control means any event or series of events by which (i) any
Person as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended is or becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act) of 50% of more of the
total voting power of the voting stock of the Company; (ii) the Company
consolidates with or merges or amalgamates with or into another Person or
conveys, transfers, or leases all or substantially all of its assets to any
Person, or any Person consolidates with, or merges or amalgamates with or into
the Company, in any such event pursuant to the transaction in which the
outstanding voting stock of the Company is changed into or exchanged for cash,
securities or other property, other than any such transaction where (A) the
outstanding voting stock of the Company is changed or exchanged for voting stock
of the surviving corporation and (B) the holders of the Voting Stock of the
Company immediately prior to such transaction own, directly or indirectly, not
less than a majority of the Voting Stock of the surviving corporation
immediately after such transaction; or (iii) the shareholders of the Company
approve any plan of liquidation or dissolution of the Company.
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