8-A12B 1 zk1313650.htm 8-A12B zk1313650.htm


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
 
SuperCom Ltd.
(Exact name of registrant as specified in its charter)
 
State of Israel
Not Applicable
(Jurisdiction of incorporation
or organization)
(IRS Employer
Identification No.)
 
The Nolton House
14 Arie Shenkar Street
Herzliya Pituach, Israel
4672514
(Address of principal executive offices)
(Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class to be so registered
Name of each exchange on which
each class is to be registered
   
Ordinary Shares, NIS 0.25 par value
The NASDAQ Stock Market LLC
 
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. o
 
Securities Act registration statement file number to which this form relates: Not Applicable
 
Securities to be registered pursuant to Section 12(g) of the Act: None
 
 
 

 

Item 1.  Description of Registrant’s Securities to be Registered.
 
This registration statement on Form 8-A is being filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the transfer of listing of the ordinary shares of SuperCom Ltd.  (the “Company”), NIS 0.25 par value per ordinary share (the “Ordinary Shares”), from the OTC Bulletin Board to The NASDAQ Stock Market LLC.  On September 12, 2013, the Company received approval to have its Ordinary Shares listed on The NASDAQ Stock Market LLC and anticipates commencement of trading of its Ordinary Shares on The NASDAQ Stock Market LLC on September 17, 2013.
 
The authorized capital stock of the Company consists of 15,000,000 Ordinary Shares, NIS 0.25 par value per ordinary share.   Each ordinary share entitles the holder thereof to one vote on all matters submitted to the shareholders.  Since the ordinary shares do not have cumulative voting rights, holders of more than 50% of the outstanding shares can elect all of the directors and holders of the remaining shares could not elect any directors.  The ordinary shares are not subject to redemption and there are no preemptive rights.  All outstanding ordinary shares are fully paid and non-assessable. Holders of ordinary shares are entitled to receive dividends out of funds legally available for distribution when, as and if declared by the Board of Directors. Upon any liquidation, dissolution or winding up of the Company, holders of ordinary shares are entitled to share pro rata in any distribution to the holders of ordinary shares.
 
Item 2.  Exhibits
 
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed with this registration statement on Form 8-A, as the securities being registered on this form are being registered on an exchange on which no other securities of the Company are registered and are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
 
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.
 
 
SuperCom Ltd.
 
 
(Registrant)
 
 
Date: September 12, 2013
By:
/s/ Arie Trabelsi  
   
Name:  Arie Trabelsi
 
   
Title: Chief Executive Officer