-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ApaC+B/iA19R7jU18FY3j+btm+RusrrdldpWO3qy0w40ryDJnJSRtb9Yp4IRL+dQ Lj+6eQMOWH7opVYQqL1Q0g== 0000925328-97-000025.txt : 19970627 0000925328-97-000025.hdr.sgml : 19970627 ACCESSION NUMBER: 0000925328-97-000025 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURACOM INC CENTRAL INDEX KEY: 0001037453 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 222817302 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-22757 FILM NUMBER: 97630138 BUSINESS ADDRESS: STREET 1: 50 TICE BLVD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 BUSINESS PHONE: 2019309500 MAIL ADDRESS: STREET 1: 50 TICE BLVD STREET 2: 50 TICE BLVD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 8-A12G 1 FORM 8-A FOR SECURACOM, INCORPORATED As filed with the Securities and Exchange Commission on June 26, 1997 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 Securacom, Incorporated (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 22-2817302 (I.R.S. Employer Identification No.) 50 Tice Boulevard Woodcliff Lake, New Jersey 07675 (201) 930-9500 (Address of registrant's principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share Item 1. Description of Registrant's Securities to be Registered Incorporated by reference to the information contained under "Description of Capital Stock" in the registrant's Registration Statement on Form S-1 (Commission File No. 333-26439), as amended. Item 2. Exhibits 3.1 Form of Restated Certificate of Incorporation of the registrant* 3.2 Form of Bylaws of the registrant* 4 Form of Rights Agreement* 5 Specimen Common Stock Certificate * These exhibits are incorporated by reference to the exhibits of the same number filed with the registrant's Registration Statement on Form S-1 (Commission File No. 333-26439), as amended. 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. Securacom, Incorporated Date: June 26, 1997 By: /S/ WIRT D. WALKER, III ----------------------------- Wirt D. Walker, III Chairman - 2 - EX-5 2 SPECIMEN STOCK CERTIFICATE EXHIBIT 5 SECURACOM, INCORPORATED INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 10,000,000 AUTHORIZED SHARES $.01 PAR VALUE THIS CERTIFIES THAT Is The Owner of FULLY PAID AND NON-ASSESSABLE SHARES OF $.01 PAR VALUE COMMON STOCK OF SECURACOM, INCORPORATED transferable only on the books of the Company in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the said Company has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Company. Dated: SECRETARY CHAIRMAN . SECURACOM, INCORPORATED This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement, between Securacom, Incorporated and American Securities Transfer & Trust, Inc., dated as of , 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive office of Securacom, Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Securacom, Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -as tenants in common UNIF GIFT MIN ACT-.......Custodian. TEN ENT -as tenants by the entireties (Cust) (Minor) JT TEN -as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act ......................... in common (State) Additional abbreviations may also be used though not in the above list. - -------------------------------------------------------------------------------- For Value Received, ______________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------- | | - -------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint - -------------------------------------------------------------------------------- attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises. Dated ------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed: -------------------------------------------------------------- The signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----