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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
Media Arts Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 77-0354419
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
521 Charcot Avenue, San Jose, CA 95131
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(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
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Common Stock, $0.01 Par Value New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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
As of September 30, 1998, the authorized capital stock of the Registrant
consisted of (i) 80,000,000 shares of Common Stock, $0.01 par value per
share, of which 13,047,204 shares were outstanding and (ii) 1,000,000 shares
of preferred stock, $0.01 par value per share (the "Preferred Stock"), none
of which was outstanding. The following description of the capital stock of
the Registrant and certain provisions of the Registrant's Amended and
Restated Certificate of Incorporation and Bylaws are qualified in their
entirety by reference to such documents, copies of which have been filed with
the Securities and Exchange Commission. As of September 30, 1998, the
Registrant's Common Stock was held of record by 227 stockholders.
COMMON STOCK
Each holder of Common Stock is entitled to one vote per share in the election
of directors and for all other purposes. All shares of Common Stock are
entitled to participate pro rata in distributions and in such dividends as
may be declared by the Board of Directors out of funds legally available
therefor, subject to any preferential dividend rights of outstanding shares
of Preferred Stock. Subject to the prior rights of creditors, all shares of
Common Stock are entitled in the event of liquidation to participate ratably
in the distribution of all the remaining assets of the Registrant after
distribution in full of preferential amounts, if any, to be distributed to
holders of Preferred Stock. The rights, preferences and privileges of holders
of Common Stock are subject to, and may be adversely affected by, the rights
of any series of Preferred Stock which the Registrant may designate and issue
in the future. Each outstanding share of Common Stock is fully paid and
non-assessable.
PREFERRED STOCK
The Preferred Stock is divisible into and issuable in one or more series. The
rights and preferences of the different series may be established by the
Board of Directors without further action by the stockholders. The Board of
Directors is authorized with respect to each series to fix and determine,
among other things, (i) its dividend rate; (ii) its liquidation preference;
(iii) whether or not such shares will be convertible into, or exchangeable
for, any other securities; and (iv) whether or not such shares will have
voting rights, and, if so, the conditions under which such shares will vote
as a separate class.
The Registrant believes that the Board of Directors' ability to issue
Preferred Stock on such a wide variety of terms will enable the Preferred
Stock to be used for important corporate purposes, such as financing
acquisitions or raising additional capital. However, were it inclined to do
so, the Board of Directors could issue all or part of the Preferred Stock
with (among other things) substantial voting power or advantageous conversion
rights. Such stock could be issued to persons deemed by the Board of
Directors likely to support current management in a contest for control of
the Registrant, either as a
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precautionary measure or in response to a specific takeover threat. The
Registrant has no current plans to issue Preferred Stock for any purpose.
CERTAIN CERTIFICATE OF INCORPORATION, BYLAW AND STATUTORY PROVISIONS
AFFECTING STOCKHOLDERS
STOCKHOLDER MEETINGS. Advance notice of stockholder nominations and any
other matter to be brought before a meeting of stockholders is required to be
given in writing to the Secretary of the Registrant within the time periods
set forth in the Bylaws. The Bylaws provide that Special Meetings of
Stockholders of the Registrant may be called by the Chairman or Vice Chairman
of the Board of Directors, the President, any Vice President, the Secretary
or any Assistant Secretary. In addition, Special Meetings of Stockholders may
be called by any such officer at the request in writing of a majority of the
Board of Directors or at the request in writing of stockholders owning a
majority of the capital stock that is entitled to vote. Any action required
or permitted to be taken at any Annual or Special Meeting of the Stockholders
may be taken without a meeting, without prior notice and without a vote, if
signed consent is given by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.
SECTION 203 OF DELAWARE CORPORATION LAW. The Registrant is a Delaware
corporation and is subject to Section 203 of the Delaware General Corporation
Law, which generally prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the time that the person became an interested
stockholder, unless (i) prior to such time the Board of Directors of the
corporation approved either the business combination or the transaction in
which the person became an interested stockholder; (ii) upon consummation of
the transaction that resulted in the stockholder becoming an interested
stockholder, the interested person owns at least 85% of the voting stock of
the
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corporation outstanding at the time the transaction commenced, excluding
shares owned by persons who are directors and also officers of the
corporation and by certain employee stock plans; or (iii) at or after such
time the business combination is approved by the Board of Directors of the
corporation and authorized at an annual or special meeting of stockholders,
and not by written consent, by the affirmative vote of at least 66 2/3% of
the outstanding voting stock of the corporation that is not owned by the
interested stockholder. A "business combination" generally includes mergers,
asset sales and similar transactions between the corporation and the
interested stockholder, and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person who,
together with affiliates and associates, owns 15% or more of the
corporation's outstanding voting stock or who is an affiliate or associate of
the corporation and, together with his or her affiliates and associates, has
owned 15% or more of the corporation's outstanding voting stock within three
years.
TRANSFER AGENT AND REGISTRAR
ChaseMellon Shareholder Services is the transfer agent and registrar for the
Common Stock.
ITEM 2. EXHIBITS
None
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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.
Date: November 24, 1998.
Media Arts Group, Inc.
/s/ Greg H.L. Nash
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Greg H.L. Nash
Senior Vice President and Chief Financial Officer
