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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
TOTAL CONTROL PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Illinois 36-3209178
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(State of Incorporation) (I.R.S. Employer ID No.)
2001 N. Janice Avenue, Melrose Park, IL 60160
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 1. Description of Registrant's Securities to be Registered.
The information in Registrant's preliminary prospectus filed with the
Commission on February 21, 1997 as part of Pre-Effective Amendment No. 2 to
Registrant's Form S-1 Registration Statement under the Securities Act of 1933,
Number 333-18539 ("Registrant's Form S-1"), contained under "Description of
Capital Stock" (pages 49 through 52), is incorporated by reference in response
to this item. A copy of the relevant portion of said information is attached
hereto as Exhibit 1.
Item 2. Exhibits
Exhibit 2 - Registrant hereby incorporates by reference the specimen Stock
Certificate filed as Exhibit 4.2 to Pre-Effective Amendment No. 1 to
Registrant's Form S-1, filed on February 5, 1997.
Exhibit 3 - Registrant hereby incorporates by reference Registrant's
Restated and Amended Articles of Incorporation and all amendments thereto, filed
as Exhibit 3.1 to Pre-Effective Amendment No. 1 to Registrant's Form S-1, filed
on February 5, 1997.
Exhibit 4 - Registrant hereby incorporates by reference Registrant's
By-Laws, as amended, filed as Exhibit 3.2 to Pre-Effective Amendment No. 2 to
Registrant's Form S-1, filed on February 21, 1997.
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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.
Date: February 25, 1997
TOTAL CONTROL PRODUCTS, INC.
By: /s/ Nicholas Gihl
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Nicholas Gihl
Chairman, President and Chief Executive Officer
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DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 22,500,000 shares of
Common Stock, no par value per share, and 1,000,000 shares of Preferred Stock,
no par value per share. Immediately prior to the closing of this offering, after
giving effect to the Taylor Conversion, the PIK Issuance and the Debenture
Conversion, there will be 6,003,576 shares of Common Stock issued and
outstanding and held by 18 shareholders of record. Upon the closing of this
offering, there will be no shares of Preferred Stock outstanding.
COMMON STOCK
The holders of shares of Common Stock are entitled to one vote for each
share held of record on all matters on which shareholders are entitled or
permitted to vote. Such holders may not cumulate votes in the election of
directors. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all the directors
standing for election. The holders of Common Stock are entitled to receive such
dividends as may lawfully be declared by the Board of Directors out of funds
legally available therefor and to share pro rata in any other distribution to
the holders of Common Stock, subject to any preferential dividend rights of any
Preferred Stock then outstanding. See "Dividend Policy." The holders of Common
Stock are entitled to share ratably in the assets of the Company remaining after
payment of liabilities in the event of any liquidation, dissolution or winding
up of the affairs of the Company, subject to the prior rights of any Preferred
Stock then outstanding. The holders of Common Stock have no preemptive rights.
There are no conversion rights, redemption or sinking fund provisions or fixed
dividend rights with respect to the Common Stock. All outstanding shares of
Common Stock are fully paid and non-assessable, and the shares of Common Stock
to be issued in this offering, upon payment therefor, will be fully paid and
non-assessable. The rights, preferences and privileges of holders of Common
Stock are subject to, and may be adversely affected by, the rights of holders of
shares of any series of Preferred Stock which the Company may designate and
issue in the future.
PREFERRED STOCK
The Company's Articles of Incorporation authorize the Board of Directors,
without shareholder approval, to issue shares of Preferred Stock in classes or
series and to establish the designations, preferences, qualifications,
limitations or restrictions of any class or series with respect to the rate and
nature of dividends, the price and terms and conditions on which shares may be
redeemed, the terms and conditions for conversion or exchange into any other
class or series of the stock, voting rights and other terms. The Company may
issue, without approval of the holders of Common Stock, shares of Preferred
Stock which have voting, dividend or liquidation rights superior to the shares
of Common Stock and which may adversely affect the rights of holders of shares
of Common Stock. The issuance of shares of Preferred Stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of the
holders of shares of Common Stock and could have the effect of discouraging,
delaying, deferring or preventing a change in control of the Company. The
Company has no present plan to issue any shares of Preferred Stock.
TAYLOR EXCHANGEABLE SHARES
As part of the Taylor Transaction, the Company caused Taylor to issue
767,112 shares of Class C Exchangeable Shares to the former shareholders of
Taylor (the "Taylor Exchangeable Shares"). The Taylor Exchangeable Shares have
no voting rights or any right to dividends or distributions or to share in the
assets of Taylor upon its liquidation. Each Taylor Exchangeable Share is
convertible at any time into one share of Common Stock of the Company.
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CONVERTIBLE SUBORDINATED DEBENTURE
In September 1987, the Company issued a 6.0% Convertible Subordinated
Debenture to a shareholder of the Company in the principal amount of $300,000
(the "Convertible Debenture"). Interest is payable monthly on the outstanding
principal amount of the Convertible Debenture at a rate of 6.0% per annum. At
any time prior to December 1, 1997, the holder of the Convertible Debenture may
convert all or part of the principal balance thereunder into Common Stock at a
price of $0.74 per share. In June 1996, the shareholder converted $50,000 of the
Convertible Debenture into 67,872 shares of Common Stock. The shareholder
holding the Convertible Debenture has agreed that, upon the closing of this
offering, the outstanding balance of the Convertible Debenture will be converted
into 339,366 shares of Common Stock.
CERTAIN STATUTORY PROVISIONS
The Company is subject to Section 7.85 of the Business Corporation Act
of Illinois ("Section 7.85"). Section 7.85 prohibits a publicly held Illinois
corporation from engaging in a "business combination" with an "interested
shareholder," unless the proposed "business combination" receives (i) the
affirmative vote of the holders of at least 80% of the combined voting power
of the then outstanding shares of all classes and series of the corporation
entitled to vote generally in the election of directors (the "Voting Shares")
voting together as a single class, and (ii) the affirmative vote of a majority
of the combined voting power of the then outstanding Voting Shares held by
disinterested shareholders voting together as a single class. For purposes of
Section 7.85, a "business combination" includes a merger, asset sale or other
transaction resulting in a financial benefit to the interested shareholder,
and an "interested shareholder" is a person who, together with affiliates and
associates, owns (or within two years, did own) 10% or more of the combined
voting power of the outstanding Voting Shares.
CERTAIN CHARTER AND BY-LAW PROVISIONS
The Company's Articles of Incorporation and By-laws contain a number of
provisions related to corporate governance and to the rights of shareholders.
In particular, the Company's By-laws provide that shareholders follow an
advance notification procedure for certain shareholder nominations of
candidates for the Board of Directors and for certain other shareholder
business to be conducted at any meeting of the shareholders. The existence of
these provisions in the Company's Articles of Incorporation and By-laws may
have the effect of discouraging a change in control of the Company and
limiting shareholder participation in certain transactions or circumstances
by limiting shareholders' participation to annual and special meetings of
shareholders and making such participation contingent upon adherence to
certain prescribed procedures.
In addition, the Company's Articles of Incorporation and By-laws
provide that the number of directors of the Company will be fixed at six, and
unless the Board of Directors otherwise determines, a majority of the
directors then in office may fill any vacancies on the Board of Directors.
Certain provisions of the Company's Articles of Incorporation and By-laws may
impede changes in majority control of the Board of Directors. The Company's
Articles of Incorporation provide that the Board of Directors will be divided
into three classes, with directors in each class elected for three-year
staggered terms. Thus, it would take two annual elections to replace a
majority of the Company's Board of Directors. The Articles of Incorporation
further provide that directors may be removed prior to the expiration of
their terms only for cause, and that there are no cumulative voting rights in
the election of directors. The By-laws of the Company provide that any
vacancy occurring in the Board of Directors, including a vacancy created by
an increase in the number of directors, shall be filled for the remainder of
the unexpired term by a majority vote of the directors then in office.
As discussed above under "Preferred Stock," the Articles of
Incorporation authorize the creation and issuance of one or more series of
Preferred Stock. In the event of a proposed merger, tender offer or
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other attempt to gain control of the Company that the Board of
Directors does not approve, it might be possible for the Board of Directors
to authorize the issuance of a series of Preferred Stock with rights and
preferences that would impede the completion of such a transaction. An effect
of the possible issuance of Preferred Stock, therefore, may be to deter a
future takeover attempt. The Board of Directors has no present plans or
understanding for the issuance of any Preferred Stock.
The provisions of the Articles of Incorporation and the By-laws
summarized above may tend to deter any potential unsolicited or hostile
takeover attempt or other efforts to obtain control of the Company and
thereby deprive some shareholders of opportunities to sell shares of the
Company at higher than market prices.
