FORM 8-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
GSE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 52-1868008
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
9189 Red Branch Road
Columbia, Maryland 21045
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(Address of principal executive offices)
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 so registered:
Common Stock, par value American Stock Exchange
$.01 per share
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.[X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act: NONE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
GENERAL. This registration statement relates to the common stock, par
value $.01 per share ("Common Stock") of GSE Systems, Inc. (the "Company") which
is to be registered pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended, and listed on the American Stock Exchange.
The authorized capital stock of the Company consists of 8,000,000 shares of
Common Stock, par value $.01 per share, and 2,000,000 shares of Preferred Stock,
par value $.01 per share. All outstanding shares of Common Stock are duly
authorized, validly issued, fully paid and nonassessable. At December 31, 1998,
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there were 5,065,688 shares of Common Stock and no shares of Preferred Stock
outstanding.
The following summary of the Company's capital stock does not purport
to be complete and is subject to and qualified in its entirety by the Company's
Amended and Restated Certificate of Incorporation, a copy of which was filed as
an exhibit to the Form S-1 Registration Statement as filed with the Securities
and Exchange Commission on April 24, 1995 (SEC File No. 33-91530). Reference is
made to such exhibit for a detailed description of the provisions summarized
below.
Common Stock
Subject to such preferential rights as may be granted by the Board of
Directors in connection with the issuance of Preferred Stock, holders of Common
Stock are entitled to one vote per share on all matters to be voted on by
stockholders. Distributions may be paid to the holders of Common Stock if and
when declared by the Board of Directors of the Company out of funds legally
available therefor. The Company does not intend to pay dividends on its Common
Stock in the forseeable future.
Stockholders of the Company have no preemptive or other rights to
subscribe for additional shares of Common Stock. Upon liquidation, dissolution
or winding up of the Company, the holders of the Common Stock are entitled to
share ratably in all assets of the Company that are legally available for
distribution after payment of all debts and other liabilities and subject to any
prior rights of holders of Preferred Stock, in any, then outstanding.
Preferred Stock
The Amended and Restated Certificate of Incorporation authorizes the
Board of Directors to establish one or more classes of Preferred Stock and to
determine, with respect to any class of Preferred Stock, the preferences, rights
and other terms of such class. The authorized shares of Preferred Stock, as well
as authorized but unissued shares of Common Stock, will be available for
issuance without further action by the Company's stockholders, unless the action
is required by applicable law or the rules of any stock exchange or automated
quotation system on which the Company's securities may be listed or traded.
Although the Board of Directors has no present intention of doing so, it could
issue a class of Preferred Stock that could, depending on the terms of such
class, impede a merger, tender offer or other transaction that some, or a
majority, of the Company's stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock over
the then current market price of such stock.
Certain Provisions of the Amended and Restated Certificate of Incorporation and
Bylaws
The Amended and Restated Certificate of Incorporation and the Bylaws of
the Company contain certain provisions that 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 negotiate first with the Board of
Directors. The Company believes that the benefits of these provisions outweigh
the potential disadvantages of discouraging such proposals because, among other
things, negotiation of such proposals might result in an improvement
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of their terms. The description set forth below is intended as a summary only
and is qualified in its entirety be reference to the Amended and Restated
Certificate of Incorporation and the Bylaws.
Amendment of Certificate of Incorporation and Bylaws. The Company's
Amended and Restated Certificate of Incorporation provides that the provisions
therein relating to the staggered Board of Directors, the number of directors
and vacancies on the Board of Directors may be amended, altered, changed or
repealed only by the affirmative vote of the holders of at least two-thirds of
the voting power of all the shares of capital stock then entitled to vote,
voting as a single class.
The Company's Amended and Restated Certificate of Incorporation also
provides that the Bylaws may be adopted, amended, altered, changed or repealed
by the affirmative vote of the majority of the members of the Board of
Directors. Any action taken by the stockholders with respect to adopting,
amending, altering, changing or repealing any Bylaws may be taken only by the
affirmative vote of the holders of at least two-thirds of the voting power of
all of the shares of capital stock then entitled to vote, voting as a single
class.
Classified Board of Directors. The Amended and Restated Certificate of
Incorporation and the Bylaws provide that the Board of Directors is divided into
three classes of directors, each class constituting approximately one-third of
the total number of directors and the classes serving staggered three-year
terms.
Number of Directors; Removal; Filling Vacancies. The Amended and
Restated Certificate of Incorporation provides that the number of directors will
be fixed by the Bylaws. The Bylaws provide that the number of directors will be
fixed by the Board of Directors. The Board of Directors has fixed the number of
directors at seven. In addition, the Bylaws provide that the number of directors
shall not be increased by 50% or more in any 12-month period without the
approval of at least two-thirds of the directors then in office. The Amended and
Restated Certificate of Incorporation provides that any vacancies will be filled
by the affirmative vote of a majority of the remaining directors, even if less
than a quorum. Accordingly, the Board of Directors could temporarily prevent any
stockholder from enlarging the Board of Directors and filling the new
directorships with such stockholder's own nominees.
The Amended and Restate Certificate of Incorporation also provides that
directors may only be removed by the stockholders for cause by the vote of the
holders of at least a majority of the Common Stock or with or without cause by
the vote of a majority of the directors then in office.
No Stockholder Action by Written Consent. The Amended and Restated
Certificate of Incorporation and the Bylaws provide that stockholder action can
be taken only at an annual or special meeting of stockholders. They also
prohibit stockholder action by written consent in lieu of a meeting. These
provisions may have the effect of delaying consideration of a stockholder
proposal until the next annual meeting.
Advance Notice Provisions for Stockholder Nominations and Stockholder
Proposals. The Bylaws establish an advance notice procedure for stockholders to
make nominations of candidates for election as directors or to bring other
business before an annual meeting of stockholders of the Company (the
"Stockholder Notice Procedure").
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The Stockholder Notice Procedure provides that (i) only persons who are
nominated by, or at the direction of the Board of Directors, or by a stockholder
who has given timely written notice containing specified information to the
Secretary of the Company prior to the meeting at which directors are to be
elected, will be eligible for election as directors of the Company and (ii) at
an annual meeting 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 to the Secretary of the Company
of such stockholder's intention to bring such business before the meeting.
Except for stockholder proposals submitted in accordance with the federal proxy
rules as to which the requirement specified therein shall control, notice of
stockholder nominations or business to be conducted at a meeting must be
received by the Company not less than 60 days nor more than 90 days prior to the
first anniversary of the previous year's annual meeting if the notice is to be
submitted at an annual meeting, or not later than 10 days following the day on
which notice of the date of a special meeting was given if the notice is to be
submitted at a special meeting.
ITEM 2. EXHIBITS.
Not applicable.
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, thereto duly authorized.
GSE SYSTEMS, INC.
January 25, 1999 By: /s/ Christopher M. Carnavos
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Christopher M. Carnavos
President
