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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
GATEWAY 2000, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 42-1249184
(State of incorporation or organization) (I.R.S. Employer Identification No.)
610 Gateway Drive, North Sioux City, South Dakota 57049-2000
(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 $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities
to be Registered
Common Stock, $.01 Par Value
The capital stock of Gateway 2000, Inc. (the "Company" or
"Registrant") to be registered, which have been approved for listing subject to
notice of issuance on the New York Stock Exchange, Inc. (the "Exchange"), is the
Registrant's Common Stock with a par value of $.01 per share. Holders of Common
Stock are entitled to one vote per share at all meetings of stockholders.
Dividends that may be declared on the Common Stock will be paid in an equal
amount to the holder of each share. No pre-emptive rights are conferred upon the
holders of such stock and there are no liquidation or conversion rights. There
are no redemption or sinking fund provisions and there is no liability to
further calls or to assessments by the Registrant.
The Company's Certificate of Incorporation divides the Board of
Directors of the Company into three classes, each class to be as nearly equal in
number of directors as possible. At each annual meeting of stockholders,
directors in each class will be elected for three year terms to succeed the
directors of that class whose terms are expiring. In accordance with the
Delaware General Corporation Law, directors may be removed from office only for
cause as a result of the Board of Directors being divided into three classes.
The Company's Restated Certificate of Incorporation provides that cause shall
mean willful and gross misconduct by a director that is materially adverse to
the best interests of the Company as determined conclusively by a majority of
disinterested directors of the Company. The Bylaws of the Company also include
certain other provisions which may restrict stockholders' ability to affect
corporate actions by written consent.
The existence of these provisions in the Company's Certificate of
Incorporation and Bylaws may be disadvantageous to the extent they discourage
takeovers in which stockholders might receive a substantial premium for some or
all of their shares. Therefore, stockholders not affiliated with management who
desire to participate in such a takeover may not be afforded the opportunity to
do so, even when such stockholders believe participation to be in their best
interest. Also, such provisions may reduce temporary fluctuations in the market
price of the Common Stock that may accompany the accumulation of large blocks of
Common Stock and thereby deprive stockholders of an opportunity to sell their
stock at a temporarily higher price. In addition to reducing temporary market
fluctuations, such provisions could potentially depress the market price of
shares of Common Stock and may have the effect of discouraging changes in
control, particularly those that are opposed by the Company's incumbent
management, even if a majority of stockholders desire the change in control.
Such provisions could also prevent the removal of management.
The Company's Board of Directors has the authority, without further
stockholder approval, to provide for the issuance of up to 5,000,000 shares of
Preferred Stock, par value $.01 per share, in one or more series and to
determine the dividend rights, conversion rights, voting rights, rights and
terms of redemption, liquidation preferences, the number of shares constituting
any such series and the designation of such series. Because the Board of
Directors has the power to establish the preferences and rights of each series,
it may afford the holder of any Preferred Stock preferences, powers and rights
(including voting rights) senior to the rights of the holders of Common Stock
preferences, powers and rights (including voting rights) senior to the rights of
the holders of Common Stock and Class A Common Stock. Although no shares of
Preferred Stock are currently outstanding, the issuance of shares of Preferred
Stock, or the issuance of rights to purchase such shares may have the effect of
delaying, deferring or preventing a change in control of the Company.
The Company's Board of Directors also has the authority, without
further stockholder approval, to provide for the issuance of up to 1,000,000
shares of Class A Common Stock, $.01 par value per share. All shares of Common
Stock and Class A Common Stock are identical and will entitle the holder to the
same rights and privileges, except the holders of Class A Common Stock shall not
have voting rights. In addition, the Company can convert any and all shares of
outstanding Class A Common Stock into an equal number of shares of Common Stock
and the holders of Class A Common Stock can convert at their option any or all
of their shares of Common Stock. Although no shares of Class A Common Stock are
outstanding, the issuance of shares of Class A Common Stock, or the issuance of
rights to purchase such shares may have the effect of delaying, deferring or
preventing a change in control of the Company.
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Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York 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.
GATEWAY 2000, INC.
By /s/ David J. McKittrick
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Senior Vice President and Chief
Financial Officer
Dated: May 15, 1997
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