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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Apogee, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3605119
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1018 West Ninth Avenue, King of Prussia, Pennsylvania 19406
(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>
Common Stock, American Stock Exchange, Inc.
$.01 par value
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Description of Capital Stock
The Company's authorized capital stock consists of 20,000,000 shares of
common stock, $.01 par value (the "Common Stock"), and 1,000,000 shares of
preferred stock, $.01 par value (the "Preferred Stock"), issuable in series.
Each holder of record of Common Stock is entitled to one vote for each
outstanding share of Common Stock owned by such holder, is not entitled to
cumulate his votes for the election of directors and does not have preemptive
rights. All shares of Common Stock have equal rights and, subject to the rights
of the holders of the Preferred Stock, are entitled to receive ratably such
dividends, if any, as the Board of Directors may declare from time to time out
of funds legally available therefor. Upon liquidation of the Company, after
payment or provision for payment of all of the Company's debts and obligations
and liquidation payments to holders of outstanding shares of the Preferred
Stock, the holders of the Common Stock will share ratably in the net assets, if
any, available for distribution to holders of Common Stock upon liquidation.
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As of June 30, 1997, the Company has no issued and outstanding shares
of Preferred Stock. The Company's Board of Directors may without further action
by the Company's stockholders, from time to time, direct the issuance of shares
of Preferred Stock in series and may, at the time of issuance, determine the
rights, preferences and limitations of each series. The rights of any such
series may include voting and conversion rights which would adversely affect the
voting power of the holders of Common Stock. Satisfaction of any dividend
preferences of outstanding Preferred Stock would reduce the amount of funds
available, if any, for the payment of dividends on Common Stock. Also, the
holders of Preferred Stock would normally be entitled to receive a preference
payment in the event of any liquidation, dissolution or winding-up of the
Company before any payment is made to the holders of the Common Stock. The
Company does not presently intend to issue any series of Preferred Stock.
The overall effect of the ability of the Company's Board of Directors
to issue the Preferred Stock may be to render more difficult the accomplishment
of mergers or other takeover or change in control attempts. To the extent that
this ability has this effect, removal of the Company's incumbent Board of
Directors and management may be rendered more difficult. Further, this may have
an adverse impact on the ability of stockholders of the Company to participate
in a tender or exchange offer for the Common Stock and in so doing diminish the
market value of the Common Stock. The Company is not aware of any proposed
takeover attempt or any proposed attempt to acquire a large block of Common
Stock.
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
The following exhibits have been or will be filed with the American Stock
Exchange, Inc. as part of the Company's Listing Application:
1. Annual Report on SEC Form 10-K for the year ended December 31,
1996;
2. Annual Report to Shareholders for the year ended December 31,
1996;
3. Quarterly Report on SEC Form 10-Q for the quarter ended March
31, 1997;
4. Proxy Statement dated May 12, 1997;
5. The Company's Certificate of Incorporation;
6. The Company's By-Laws; and
7. Form of Common Stock Certificate.
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.
(Registrant) Apogee, Inc.
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Date July 7, 1997
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By /s/ ALAN N. VINICK
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Alan N. Vinick
Senior Vice President
and Chief Financial Officer
*Print the name and title of the signing officer under his signature.
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2 SEC 1922 (6/93)
