<PAGE>
As filed with the Securities and Exchange Commission on December 6, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 10/A
AMENDMENT NO. 6
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
_____________
TANISYS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
WYOMING 74-2675493
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
12201 TECHNOLOGY BLVD.
SUITE 125
AUSTIN, TEXAS 78727
(512) 335-4440
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
_____________
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to be registered which each class is to be registered
------------------------------------ ------------------------------------
NONE NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class)
<PAGE>
Item No. 11, Description of Registrant's Securities to Be Registered, is hereby
amended to read in its entirety as follows:
Authorized and Outstanding Capital Stock. The authorized capital stock of the
----------------------------------------
Company currently consists of 50,000,000 shares of no par value Common Stock and
10,000,000 shares of preferred stock, par value $1.00 per share (the "Preferred
Stock"), which is subject to designation and issuance by the Board of Directors
in the future. On November 28, 2000, there were 24,097,358 shares of Common
Stock outstanding and held of record by approximately 142 registered
stockholders. There are currently no outstanding shares of Preferred Stock. At
November 28, 2000, there were a total of 4,829,750 shares of Common Stock
reserved for issuance upon exercise of outstanding stock options under the 1993
Option Plan, the 1997 Non-Employee Director plan, compensation contract options
and warrants.
Common Stock. Holders of Common Stock are entitled to receive dividends when,
------------
as and if declared by the Board of Directors from funds legally available
therefor. To date, the Company has not declared or paid any dividends with
respect to the Common Stock, and the current policy of the Board of Directors is
to retain earnings, if any, to provide for the growth of the Company's business.
Consequently, no cash dividends are expected to be paid on the Common Stock in
the foreseeable future. Further, there can be no assurance that the proposed
operations of the Company will generate the revenue and cash flow needed to
declare a cash dividend or that the Company will have legally available funds to
pay dividends at any time in the future. In addition, the Company's bank
borrowings prohibit the payment of cash dividends. Each share of Common Stock
entitles the holder thereof to one vote upon matters voted upon by the
stockholders. Cumulative voting for the election of directors is not permitted.
Except as otherwise required by applicable Wyoming law, a majority vote is
sufficient for any action that requires the vote or concurrence of stockholders,
except that a plurality vote is sufficient to elect directors. The holders of
Common Stock do not have any preemptive, subscription, redemption or conversion
rights or privileges. Upon liquidation or dissolution of the Company, the
holders of Common Stock are entitled to share ratably in the net assets of the
Company remaining after payment of liabilities and liquidation preferences of
any outstanding shares of Preferred Stock. All shares of Common Stock now
outstanding are fully paid and non-assessable.
Preferred Stock. The Preferred Stock may be issued from time to time by the
---------------
Board of Directors in one or more series, without further stockholder approval
or action, with such designations, powers, limitations, restrictions,
qualification, rights, preferences and privileges as the Board of Directors may
determine.
Warrants. The Company has issued warrants entitling the holders to purchase one
--------
share of Common Stock at the price specified therein, subject to vesting periods
and expiration dates specified therein. The shares issued are subject to resale
restrictions. As of November 28, 2000, warrants to acquire an aggregate of
368,334 shares of Common Stock were outstanding and were exercisable at prices
ranging from $.72 to $10.75. The expiration dates of the warrants range from
December 31, 2000 to March 4, 2009.
-2-
<PAGE>
Certain Provisions of the Articles and Bylaws. Certain provisions in the
---------------------------------------------
Articles and Bylaws and the Wyoming Business Corporation Act (the "WBCA") could
make more difficult the acquisition of the Company by means of a tender offer, a
proxy contest or otherwise. These provisions are expected to discourage certain
types of coercive takeover practices and inadequate takeover bids and to
encourage persons seeking to acquire control of the Company to first negotiate
with the Company. The Company believes that the benefits of increased protection
of the Company's potential ability to negotiate with the proponent of an
unfriendly or unsolicited proposal to acquire or restructure the Company
outweigh the disadvantage of discouraging third party proposals that may be
favored by some stockholders because, among other things, negotiation of such
proposals could result in an improvement of their terms.
Classified Board of Directors. The Articles and the Bylaws provide that the
-----------------------------
Board of Directors is divided into three classes of directors, each containing,
as nearly as possible, an equal number of directors. Directors within each class
are elected to serve three-year terms, and approximately one-third of the
directors sit for election at each annual meeting of the Company's stockholders.
A classified board of directors may have the effect of deterring or delaying any
attempt by any group to obtain control of the Company by a proxy contest because
such third party would be required to have its nominees elected at two separate
annual meetings of the Board of Directors in order to elect a majority of the
members of the Board of Directors. The Bylaws provide that the number of
directors will be fixed from time to time exclusively by the Board of Directors
but shall consist of not more than 15 nor less than 3 directors. The Company's
Bylaws allow the Board of Directors to increase the number of directors from
time to time and to fill any vacancies on the Board of Directors, including
vacancies resulting from an increase in the number of directors. This provision
gives the Board of Directors flexibility to deal with an attempted hostile
takeover by a stockholder who may acquire a majority voting interest in the
Company without paying a premium therefor. This provision allows the Board of
Directors to increase its size and prevent a "squeeze-out" of any remaining
minority interest soon after a new majority stockholder gains control over the
Company. However, the Company's Bylaws permit the removal of a director with or
without cause.
Preferred Stock. The issuance of Preferred Stock may have the effect of
---------------
delaying, deferring or preventing a change in control of the Company, making
removal of present management more difficult, or resulting in restrictions upon
the payment of dividends and other distributions to the holders of the Common
Stock or adversely affecting the market price of the Common Stock. In addition,
the voting and conversion rights of any class or series of Preferred Stock
issued by the Company could adversely affect, among other things, the voting
rights of existing stockholders.
Stock Options. The Company's 1993 Option Plan provides that in the event of a
-------------
change in control of the Company, the Stock Option Committee may waive vesting
limitations to provide that all options then outstanding shall be exercisable in
full. For the purposes of the 1993 Option Plan, a "change in control" of the
Company shall mean a change in control of a nature that is reportable in
response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act") as in effect on the date
hereof, provided that, without limitation, such a change in control shall be
deemed to have occurred if: (i) any "person" (as such term is used in the
Exchange Act) that does not own, directly or indirectly, any shares of the
Company's capital stock on the date of adoption of the 1993 Option Plan is or
-3-
<PAGE>
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the Company's
then outstanding securities; or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company cease for any reason to constitute at least a majority
thereof.
Trading Market for the Securities of the Company. As of November 28, 2000, the
------------------------------------------------
issued and outstanding securities of the Company are not listed or admitted to
trading on any securities exchange or on Nasdaq.
AGREED AND ACCEPTED this 6th day of December, 2000.
/s/ Charles T. Comiso
_________________________________________
Charles T. Comiso
Director, President and Chief Executive
Officer
-4-
