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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
Chicago Miniature Lamp, Inc.
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(Exact name of registrant as specified in its charter)
Oklahoma 73-1412000
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
500 Chapman Street, Canton, Massachusetts 02021
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [x] the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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Common Stock, $.01 Par Value New York Stock Exchange
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
COMMON STOCK, $.01 PAR VALUE
The capital stock of Chicago Miniature Lamp, Inc., an Oklahoma
corporation (the "Company" or "Registrant") to be registered on the New York
Stock Exchange, Inc. (the "Exchange"), is the Registrant's Common Stock with a
par value of $.01 per share. The Company's Amended and Restated Certificate of
Incorporation authorizes the Company to issue up to 100,000,000 shares of Common
Stock, $.01 par value per share. Subject to the rights of the holders of any
outstanding shares of preferred stock and such restrictions as are imposed by
the Company's lenders, holders of Common Stock are entitled to receive such
dividends, if any, as may be declared by the Board of Directors out of funds
legally available for such purpose. Upon the liquidation, dissolution or
winding-up of the Company, after payment in full of creditors and any
liquidation preference payable to the holders of any preferred stock, the
remaining assets of the Company will be distributed ratably to the holders of
the Common Stock, in proportion to the number of shares held by them.
Holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the shareholders. Because holders of Common Stock
do not have cumulative voting rights in the election of directors, the holders
of a majority of the shares of Common Stock represented at a meeting can elect
all the directors. Holders of Common Stock do not have preemptive rights to
subscribe for or purchase any additional shares of capital stock issued by the
Company. All outstanding shares of Common Stock are, and the shares of Common
Stock offered hereby will be when issued, duly authorized, validly issued, fully
paid and non-assessable. No pre-emptive rights are conferred upon the holders of
Common Stock and there are no liquidation or conversion rights. Nor are there
any redemption or sinking fund provisions and there is no liability to further
calls or to assessments by the Registrant.
The Company's Amended and Restated Certificate of Incorporation
authorizes the issuance of up to 5,000,000 shares of Preferred Stock, $.01 par
value per share ("Preferred Stock"). No shares of Preferred Stock are
outstanding, but the Board of Directors is empowered by the Company's Amended
and Restated Certificate of Incorporation to designate and issue from time to
time one or more series of Preferred Stock without shareholder approval. The
Board of Directors has the power to establish the preferences, limitations and
optional or other special rights of each series of Preferred Stock so issued.
Because the Board of Directors has the power to establish the preferences and
rights of each series of Preferred Stock, it may afford the holders of any
series or Preferred Stock preferences and rights, voting otherwise, senior to
the rights of
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holders of Common Stock. The Board of Directors, without approval of the holders
of Common Stock, could issue Preferred Stock with voting rights that could
adversely affect the voting power of holders of Common Stock. The issuance of
Preferred Stock could be used to delay or prevent a change in control of the
Company opposed by the Board of Directors. The Company has no present intention
to issue any shares of Preferred Stock.
Under the Company's Amended and Restated Certificate of Incorporation,
the Board of Directors is authorized to divide the Preferred Stock into one or
more series with such attributes, powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof as provided in the adopting
resolution or resolutions provided in the adoption resolution or resolutions
providing for the issue of such series.
ITEM 2. Exhibits
None.
SIGNATURES
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 this
14th day of April, 1998.
CHICAGO MINIATURE LAMP, INC.
(Registrant)
By /s/ Richard F. Parenti
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Richard F. Parenti
Vice President-Finance
