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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STB SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-1855896
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
1651 NORTH GLENVILLE DRIVE
RICHARDSON, TEXAS 75081
(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
NONE NONE
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:
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
AUTHORIZED SHARES
The authorized capital stock of STB Systems, Inc. (the "Company")
consists of 25,000,000 shares of Common Stock, $.01 par value per
share ("Common Stock"), and 2,000,000 shares of Preferred Stock, $.01
par value per share ("Preferred Stock"), issuable in series.
COMMON SHARES
The holders of shares of Common Stock have no preemptive rights
to maintain their respective percentage ownership interest in the
Company or other subscription or conversion rights for other
securities of the Company. Shares of Common Stock are not redeemable
or subject to further calls or assessments. The outstanding shares of
Common Stock are fully paid and nonassessable. Each holder of Common
Stock is entitled to one vote per share of Common Stock which that
person holds. The Company's Amended and Restated Articles of
Incorporation prohibit cumulative voting. Holders of Common Stock are
entitled to receive such dividends, if any, as may be declared by the
Board of Directors of the Company out of funds legally available
therefor and are entitled to share ratably in the net assets available
for distribution to such holders upon liquidation, dissolution and
winding up of the Company.
PREFERRED STOCK
The Board of Directors of the Company may issue Preferred Stock
in one or more series and may designate the dividend rate, voting
rights and other rights, preferences and restrictions of each series.
It is not possible to state the actual effect of the issuance of
Preferred Stock upon the rights of holders of the Common Stock until
the Board of Directors of the Company determines the specific rights
of the holders of such Preferred Stock. However, among other effects,
the issuance of Preferred Stock might restrict dividends on the Common
Stock, dilute the voting power of the Common Stock, impair the
liquidation rights of the Common Stock and delay or prevent a change
in control of the Company without further action by the Company's
shareholders.
ITEM 2. EXHIBITS
The following exhibits are hereby filed with the Securities and Exchange
Commission:
2.1 Articles of Amendment to the Articles of Incorporation of STB
Systems, Inc.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
STB SYSTEMS, INC.
October 22, 1997 By: /s/ Bryan F. Keyes
-----------------------------
Bryan F. Keyes
Director of Legal and Finance
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EXHIBIT INDEX
ITEM NO. DESCRIPTION
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2.1 Articles of Amendment to the Articles of Incorporation of STB
Systems, Inc.
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
STB SYSTEMS, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE I.
The name of the corporation is STB SYSTEMS, INC.
ARTICLE II.
The following amendment to the corporation's Articles of Incorporation was
adopted by the shareholders of the corporation on April 17, 1997:
ARTICLE FOUR of the Articles of Incorporation is amended and restated to
read in its entirety as follows:
"ARTICLE FOUR
AUTHORIZED SHARES. The aggregate number of shares of capital stock that
the corporation shall have authority to issue is twenty-seven million
(27,000,000) shares, of which twenty-five million (25,000,000) shares shall
be designated as "Common Stock" and two million (2,000,000) shares shall be
designated as "Preferred Stock." All of such shares shall be of the par
value of $.01 per share.
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COMMON STOCK.
a. DIVIDENDS. Subject to the preferential rights, if any, of the
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of the Directors, out of the
assets of the corporation which are by law available therefor, dividends
payable either in cash, in property, or in shares of Common Stock or other
securities of the corporation.
b. VOTING RIGHTS. At every annual or special meeting of shareholders of
the corporation, every holder of Common Stock shall be entitled to one
vote, in person or by proxy, for each share of Common Stock standing in his
or her name on the books of the corporation.
c. LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of any voluntary
or involuntary liquidation, dissolution, or winding up of the affairs of
the corporation, after payment or provision for payment of the debts and
other liabilities of the corporation and of the preferential amounts, if
any, to which the holders of the Preferred Stock may be entitled, the
holders of all outstanding shares of Common Stock shall be entitled to
share ratably in the remaining net assets of the corporation.
PREFERRED STOCK. The Board of Directors is authorized, subject to the
limitations prescribed by law, to provide for the issuance of shares of
Preferred Stock in one or more series, to establish the number of shares to
be included in each such series, and to fix the designations, powers,
preferences and rights of the shares of each such series and any
qualifications, limitation, or restrictions thereof."
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ARTICLE III.
The number of shares of the corporation outstanding at the time of such
adoption was four million five hundred thirty-three thousand four hundred forty-
seven (4,533,447) shares of Common Stock and no shares of Preferred Stock, and
the number of shares entitled to vote thereon was four million five hundred
thirty-three thousand four hundred forty-seven (4,533,447).
ARTICLE IV.
The number of shares voted for the foregoing amendment was three million
eight hundred forty-three thousand one hundred eighty-one (3,843,181); and the
number of shares voted against such amendment was two hundred fifty-three
thousand five hundred seventy-five (253,575).
DATED: May 22, 1997.
STB SYSTEMS, INC.
By: /s/ Bryan F. Keyes
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Bryan F. Keyes, Secretary
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