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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-B
FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTEGRATED PACKAGING ASSEMBLY CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 77-0309372
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(State of incorporation or organization) (IRS Employer
Identification No.)
2221 Old Oakland Road
San Jose, CA 95131
(Address of principal executive offices) (Zip Code)
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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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
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(Title of Class)
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Item 1. General Information.
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(a) The registrant, Integrated Packaging Assembly Corporation (the
"Company" or "Registrant"), was incorporated in Delaware on April 29,
1997.
(b) Registrant's fiscal year ends on the Sunday nearest December 31.
Item 2. Transaction of Succession.
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(a) The predecessor to the Company was Integrated Packaging Assembly
Corporation, a California corporation ("IPAC California"). IPAC
California had Common Stock registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act").
(b) On June 19, 1997, IPAC California merged into the Company to effect a
change in its state of incorporation from California to Delaware (the
"Merger"). Pursuant to the Agreement and Plan of Merger of
Integrated Packaging Assembly Corporation, a Delaware corporation, and
Integrated Packaging Assembly Corporation, a California corporation,
each share of IPAC California's Common Stock, no par value, was
automatically converted into one share of the Company's Common Stock,
$0.001 par value, on the effective date of the Merger. Each stock
certificate representing issued and outstanding shares of IPAC
California's Common Stock from the date of the Merger represents the
same number of shares of the Company's Common Stock.
Item 3. Securities to be Registered.
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The authorized capital stock of Registrant consists of 75,000,000 shares of
Common Stock, $.001 par value per share, and 5,000,000 shares of Preferred
Stock, $.001 par value per share. As of June 13, 1997, 14,075,710 shares of
Common Stock were issued and outstanding. None of such shares were held in
treasury as of June 13, 1997. No shares of Preferred Stock were outstanding as
of June 13, 1997.
Item 4. Description of Securities to be Registered.
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The holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted upon by the stockholders. Subject to
preferences that may be applicable to any outstanding Preferred Stock, the
holders of Common Stock are entitled to receive ratably such dividends, if any,
as may be declared from time to time by Registrant's Board of Directors out of
funds legally available therefor. In the event of a liquidation, dissolution or
winding up of Registrant, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior
distribution rights of Preferred Stock, if any, then outstanding. The Common
Stock has no preemptive or conversion rights or other subscription rights.
There are no
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redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are fully paid and non-assessable.
Certain provisions of the Certificate of Incorporation and Bylaws of the
Company may be considered to have antitakeover implications. Such provisions
could discourage certain attempts to obtain control of the Company, even though
such attempts might be beneficial to the Company and its stockholders.
The Bylaws of the Company contain an advance notice procedure with regard
to the nomination, other than by or at the direction of the Board of Directors,
of candidates for election as directors (the "Nomination Procedure") and with
regard to certain matters to be brought before any meeting of stockholders (the
"Business Procedure"). The Nomination Procedure provides that only persons
nominated by or at the direction of the Board of Directors or by a stockholder
who has given timely written notice in proper form to the Secretary of the
Company prior to the meeting, will be eligible for election as directors. The
Business Procedure provides that at a meeting of stockholders only such business
may be conducted as has been brought before the meeting by or at the direction
of the Board of Directors or by a stockholder who has given timely written
notice in proper form to the Secretary of the Company prior to the meeting of
such stockholder's intention to bring business before the meeting.
The Certificate of Incorporation of the Company authorizes 5,000,000 shares
of Preferred Stock, with a par value of $.001 per share. Pursuant to the
Company's Certificate of Incorporation, the Board of Directors has the
authority, without further vote or action by the stockholders, to fix the
designation, powers, preferences, and rights of the shares of each series of
Preferred Stock and the qualifications, limitations or restrictions thereof
including, but not limited to, dividend rights, conversion privileges, voting
rights, terms of redemption and liquidation preferences. At present, there are
no shares of Preferred Stock outstanding.
The Certificate of Incorporation of the Company provides that to the
fullest extent permitted by Delaware law, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Certificate of Incorporation also
incorporates any future amendments to Delaware law with respect to the
elimination of such liability.
Section 203 of the Delaware General Corporation Law, from which the Company
has not opted out in its Certificate of Incorporation, restricts certain
"business combinations" with interested stockholders" for three years following
the date that a person or entity becomes an interested stockholder, unless the
Board of Directors approves the business combination and/or certain other
requirements are met.
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Item 5. Financial Statements and Exhibits.
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(a) Financial Statements. Not applicable. The capital structure and
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balance sheets of the Company immediately after the Merger were
substantially the same as those of IPAC California.
(b) Exhibits.
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(i) Proxy Statement. Not applicable. The capital structure and
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balance sheets of the Company immediately after the Merger were
substantially the same as those of IPAC California.
(ii) Other Exhibits.
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2.1/(1)/ Agreement and Plan of Merger between Registrant and
IPAC California.
3.1/(1)/ Certificate of Incorporation of Registrant.
3.2/(1)/ Bylaws of Registrant.
10.1/(1)/ Form of Indemnification Agreement executed by
Registrant and each of its directors and officers.
10.2/(2)/ Form of Indemnification Agreement executed by IPAC
California and each of its directors and officers.
10.3/(2,3)/ 1993 Stock Option Plan, as amended, and forms of
agreements thereunder.
10.4/(2,3)/ 1996 Employee Stock Purchase Plan, as amended, and form
of agreement thereunder.
10.5/(2,3)/ 1996 Director Stock Option Plan, as amended, and forms
of agreements thereunder.
10.6/(2)/ Registration Rights Agreement dated March 24, 1993, as
amended.
10.7/(2)/ Lease Agreement dated June 16, 1993 between IPAC
California and WVP Income Plus VI.
10.8/(2)/ Sublease Agreement dated July 15, 1995 between IPAC
California and Peripheral Computer Support, Inc.
10.9/(2)/ Loan and Security Agreement dated June 21, 1995 between
IPAC California and Silicon Valley Bank, as amended.
10.10/(2)/ Loan and Security Agreement dated September 15, 1995
between IPAC California and The CIT Group/Equipment
Financing, Inc.
10.11/(2)/ Warrant to Purchase Series A Preferred Stock, issued to
MMC/GATX Partnership No. 1 as of October 7, 1993, as
amended.
10.12/(2)/ Warrant to Purchase Series A Preferred Stock, issued to
Phoenix Leasing Incorporated as of October 7, 1993.
10.13/(2)/ Warrant to Purchase Series A Preferred Stock, issued to
Comdisco, Inc. as of March 10, 1994.
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10.14/(2)/ Warrant to Purchase Series A Preferred Stock, issued to
Silicon Valley Bank as of July 10, 1995.
10.15/(2)/ Warrant to Purchase Series A Preferred Stock, issued to
Silicon Valley Bank as of July 10, 1995.
10.16/(2)/ Warrant to Purchase Series A Preferred Stock, issued to
The CIT/Group Equipment Financing, Inc. as of September
15, 1995.
10.17/(2)/ Warrant to Purchase Series A Preferred Stock, issued to
Comdisco, Inc. as of January 3, 1996.
10.18/(4)/ Sublease Agreement between IPAC California and
Peripheral Computer Support, Inc. dated March 8, 1996.
10.19/(5)/ Deed of Trust, Financing Statement, Security Agreement
and Fixture Filing by IPAC Properties, as Trustor, to
Chicago Title Company, as Trustee, for the Benefit of
Sun Life Assurance Company of Canada (U.S.) dated March
24, 1997.
10.20/(5)/ Promissory Note dated March 24, 1997 payable by IPAC
Properties to Sun Life Assurance Company of Canada
(U.S.).
10.21/(5)/ Agreement of Guaranty dated March 24, 1997 by IPAC
California to Sun Life Assurance Company of Canada
(U.S.).
10.22/(5)/ Environmental Agreement and Indemnity dated March 24,
1997 by IPAC Properties to Sun Life Assurance Company
of Canada (U.S.).
11.1/(5)/ Statement Regarding Computation of Earnings Per Share.
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(1) Incorporated by reference to the Exhibits to IPAC California's
Definitive Proxy Statement on Schedule 14-A, filed May 9, 1997.
(2) Incorporated by reference to the exhibits filed with IPAC California's
Registration Statement on Form SB-2 (File No. 333-326-LA) as declared
effective by the Securities and Exchange Commission on February 23,
1996.
(3) Incorporated by reference to IPAC California's Registration Statement on
Form S-8 (File No. 333-05571) as declared effective by the Securities
and Exchange Commission on June 7, 1996.
(4) Incorporated by reference to IPAC California's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996.
(5) Incorporated by reference to IPAC California's Annual Report on Form 10-
K for the fiscal year ended December 31, 1996.
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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, thereunto duly authorized.
INTEGRATED PACKAGING ASSEMBLY CORPORATION,
a Delaware corporation
Date: June 27, 1997 By:/s/ Victor Batinovich
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Victor Batinovich
President and Chief Financial
Officer
