-----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, IlXUSRuu5/xI2ECy+U0ZUMhgrktOx+gvF+GsLZxaljLAK97d8YNimmxGpQizvPMo rWFiUmbiEo/K46qfJZ4nYQ== 0000950130-96-003271.txt : 19960928 0000950130-96-003271.hdr.sgml : 19960928 ACCESSION NUMBER: 0000950130-96-003271 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960820 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOLT TECHNOLOGY CORP CENTRAL INDEX KEY: 0000354655 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 060773922 STATE OF INCORPORATION: CT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12075 FILM NUMBER: 96618140 BUSINESS ADDRESS: STREET 1: FOUR DUKE PL CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038530700 MAIL ADDRESS: STREET 1: FOUR DUKE PL CITY: NORWALK STATE: CT ZIP: 06854 8-A12B 1 FORM 8A UNITED STATES 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 BOLT TECHNOLOGY CORPORATION ________________________________________________________________________________ (Exact name of registrant as specified in its charter) Connecticut 06-0773922 ________________________________________________________________________________ (State of incorporation or organization) (I.R.S. Employer Identification No.) Four Duke Place, Norwalk, Connecticut 06854 ________________________________________________________________________________ (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 Common Stock, Without Par Value American Stock Exchange _____________________________________ _________________________________ 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: NONE ________________________________________________________________________________ (Title of class) (1) Item 1. Description of Registrant's Securities to be Registered. The Company's authorized stock consists of 9,000,000 shares of Common Stock, without par value. The holders of Common Stock are entitled to receive such dividends as are from time to time declared by the Board of Directors out of funds legally available thereof subject to any restrictions contained in the Company's revolving credit facility. Under the Company's revolving credit facility, which expires in July 1997, the Company is prohibited from paying dividends without the consent of the lender. Holders are entitled to one vote per share ratably in assets remaining after payment of liabilities. The Common Stock is not redeemable and carries no preemptive rights. All of the outstanding shares of Common Stock are fully paid and not liable to further call or to assessment by the Company. Item 2. Exhibits. 1. Specimen of Common Stock certificates. 3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registration Statement No. 2-73456 on Form S-1). 3.2 Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Registration Statement No. 2-85529 on Form S-1). 3.3 Amendment of Restated Certificate of Incorporation adopted by shareholders on October 25, 1983. 3.4 Amendment of Restated Certificate of Incorporation adopted by shareholders on November 21, 1989. 3.5 By-laws of the Registrant, as amended (incorporated by reference to Exhibit 3 to the September 30, 1983 Form 10-Q). 4.1 Loan and Security Agreement dated July 23, 1993 between Bolt Technology Corporation and LaSalle National Bank, N.A. (incorporated by reference to Exhibit 4.1 to the 1993 Form 10-K). SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. BOLT TECHNOLOGY CORPORATION (Registrant) By: /s/ Raymond M. Soto ----------------------------------------- Raymond M. Soto President and Chief Executive Officer Dated: August 15, 1996 (2) EX-1 2 SPECIMEN OF COMMON STOCK CERTIFICATE EXHIBIT 1 BOLT(R) NUMBER SHARES N 10033 COMMON STOCK BOLT TECHNOLOGY CORPORATION COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT CUSIP 097698 10 4 SEE REVERSE FOR CERTAIN DEFINITIONS THIS IS TO CERTIFY that SPECIMEN is the owner of FULLY PAID AND NON-ASSESSABLE SHARES WITHOUT PAR VALUE OF THE COMMON STOCK, OF BOLT TECHNOLOGY CORPORATION transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. (SEAL of BOLT) WITNESS the seal and the signatures of its duly authorized officers. Dated: /s/ Raymond M. Soto /s/ Treasurer President BOLT TECHNOLOGY CORPORATION The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. Such request may be made to the Corporation or the Transfer Agent. 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 under Uniform Gifts to Minors of survivorship and not as tenants in common Act _______________ (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 postal zip code of assignee ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________________________________ ________________________________________________________________________________ Attorney 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 to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever. EX-3.3 3 AMENDMENT OF RESTATED CERT DTD 10/25/83 EXHIBIT 3.3 CERTIFICATE AMENDING THE RESTATED CERTIFICATE OF INCORPORATION BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS (Stock Corporation) 1. The name of the corporation is Bolt Technology Corporation. 2. The Restated Certificate of Incorporation is amended by the following resolution of directors and shareholders. RESOLVED, that the Restated Certificate of Incorporation of the corporation be, and it hereby is, amended by adding paragraph 8 to read in its entirety as follows: 8. a. The affirmative vote or consent of the holders of ninety-five per cent (95%) of all shares of stock of the corporation unconditionally entitled to vote in elections of directors, considered for the purposes of this paragraph 8 as one class, shall be required for the adoption or authorization of a business combination (as hereinafter defined) with any other entity (as hereinafter defined) if, as of the record date for the determination of stockholders entitled to notice thereof and to vote thereon or consent thereto, such other entity is the beneficial owner, directly or indirectly, of more than thirty per cent (30%) of the outstanding shares of stock of the corporation unconditionally entitled to vote in elections of directors considered for the purposes of this paragraph 8 as one class; PROVIDED that such ninety-five per cent (95%) voting requirement shall not be applicable if: (i) The cash, or fair market value of other consideration, to be received per share by common stockholders of the corporation in such business combination bears the same or a greater percentage relationship to the market price of the corporation's common stock immediately prior to the public announcement of such business combination as the highest per share price (including brokerage commissions and/or soliciting dealers' fees) which such other entity has theretofore paid for any of the shares of the corporation's common stock already owned by it bears to the market price of the common stock of the corporation immediately prior to the commencement of acquisition of the corporation's common stock by such other entity; (ii) The cash, or fair market value of other consideration, to be received per share by common stockholders of the corporation in such business combination (a) is not less than the highest per share price (including brokerage commissions and/or soliciting dealers' fees) paid by such other entity in acquiring any of its holdings of the corporation's common stock, and (b) is not less than the earnings per share of common stock of the corporation for the four full consecutive fiscal quarters immediately preceding the record date for solicitation of votes on such business combination, multiplied by the then price/earnings multiple (if any) of such other entity as customarily computed and reported in the financial community; (iii) After such other entity has acquired a thirty per cent (30%) interest and prior to the consummation of such business combination: (a) such other entity shall have taken steps to ensure that the corporation's Board of Directors included at all times representation by continuing director(s) (as hereinafter defined) proportionate to the stockholdings of the corporation's common stockholders not affiliated with such other entity (with a continuing director to occupy any resulting fractional board position); (b) there shall have been no reduction in the rate of dividends payable on the corporation's common stock, if the corporation shall have established a policy of paying periodic dividends, except as may have been approved by a unanimous vote of the directors; (c) such other entity shall not have acquired any newly issued shares of stock, directly or indirectly, from the corporation (except upon conversion of convertible securities acquired by it prior to obtaining a thirty per cent (30%) interest or as a result of a pro rata stock dividend or stock split); and (d) such other entity shall not have acquired any additional shares of the corporation's outstanding common stock or securities convertible into common stock except as a part of the transaction which results in such other 2 entity acquiring its thirty per cent (30%) interest; (iv) Prior to the consummation of such business combination, such other entity shall not have (a) received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by the corporation, or (b) made any major change in the corporation's business or equity capital structure without the unanimous approval of the directors; and (v) A proxy statement responsive to the requirements of the Securities Exchange Act of 1934 shall be mailed to public stockholders of the corporation for the purpose of soliciting stockholder approval of such business combination and shall contain at the front thereof, in a prominent place, any recommendation as to the advisability (or inadvisability) of the business combination which the continuing directors, or any of them, may choose to make and, if deemed advisable by a majority of the continuing directors, an opinion of a reputable investment banking firm as to the fairness (or not) of the terms of such business combination, from the point of view of the remaining public stockholders of the corporation (such investment banking firm to be selected by a majority of the continuing directors and to be paid a reasonable fee for their services by the corporation upon receipt of such opinion). The provisions of this paragraph 8 shall also apply to a business combination with any other entity which at any time has been the beneficial owner, directly or indirectly, of more than thirty per cent (30%) of the outstanding shares of stock of the corporation unconditionally entitled to vote in elections of directors considered for the purposes of this paragraph 8 as one class, notwithstanding the fact that such other entity has reduced its shareholdings below thirty per cent (30%) if, as of the record date for the determination of stockholders entitled to notice of and to vote on or consent to the 3 business combination, such other entity is an "affiliate" of the corporation (as hereinafter defined). b. As used in this paragraph 8, (i) the term "other entity" shall include any corporation, person or other entity and any other entity with which it or its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of stock of the corporation, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on April 1, 1978, together with the successors and assigns of such persons in any transaction or series of transactions not involving a public offering of the corporation's stock within the meaning of the Securities Act of 1933; (ii) an other entity (as defined above) shall be deemed to be the beneficial owner of any shares of stock of the corporation which it has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise; (iii) the outstanding shares of any class of stock of the corporation shall include shares deemed owned through application of clause (ii) above but shall not include any other shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise; (iv) the term "business combination" shall include any merger or consolidation of the corporation with or into any other corporation, or the sale or lease of all or any substantial part of the assets of the corporation to, or any sale or lease to the corporation or any subsidiary thereof in exchange for securities of the corporation of any asset, (except assets having an aggregate fair market value of less than $5 million) of any other entity; (v) the term "continuing director" shall mean a person who was a member of the Board of Directors of the corporation elected by the public stockholders prior to the time that such other entity acquired in excess of ten per cent (10%) of the stock of the corporation unconditionally entitled to vote in the election of directors, or a person 4 recommended to succeed a continuing director by a majority of the remaining continuing directors; and (vi) for the purposes of paragraphs (i) and (ii) of Section a of this paragraph 8 the term "other consideration to be received" shall include common stock of the corporation retained by its existing public stockholders in the event of a business combination with such other entity in which the corporation is the surviving corporation. c. A majority of the continuing directors shall have the power and duty to determine for the purposes of this paragraph 8, on the basis of information known to them, whether (i) such other entity beneficially owns more than thirty per cent (30%) of the outstanding shares of stock of the corporation unconditionally entitled to vote in election of directors, (ii) any entity is an "affiliate" or "associate" (as defined above) of an other entity, (iii) an other entity has an agreement, arrangement or understanding with another, or (iv) the assets being acquired by the corporation, or any subsidiary thereof, have an aggregate fair market value of less than $5,000,000. d. No amendment to the Certificate of Incorporation of the corporation shall amend, alter, change or repeal any of the provisions of this paragraph 8, unless the amendment effecting such amendment, alteration, change or repeal shall receive the affirmative vote or consent of the holders of ninety-five per cent (95%) of all shares of stock of the corporation unconditionally entitled to vote in election of directors, considered for the purposes of this paragraph 8 as one class; provided that this paragraph d shall not apply to, and such ninety-five per cent (95%) vote or consent shall not be required for, any amendment, alteration, change or repeal unanimously recommended to the stockholders by the Board of Directors of the corporation if all of such directors are persons who would be eligible to serve as "continuing directors" within the meaning of Section b of this paragraph 8. e. Nothing contained in this paragraph 8 shall be construed to relieve any other entity 5 from any fiduciary obligation imposed by law. 3. (a) The above resolution changes the provisions of the Restated Certificate of Incorporation by increasing the voting requirement to ninety-five percent (95%) of all shares entitled to vote to effect certain business combinations subject to certain exceptions. (b) Other than as indicated in paragraph 3(a), there is no discrepancy between the provisions of the Restated Certificate of Incorporation as supplemented and amended to date, and the provisions of this Certificate Amending the Restated Certificate of Incorporation. 4. The above resolution was adopted by the board of directors on September 7, 1983 and by shareholders on October 25, 1983. 5. The corporation has at least one hundred recordholders. 6. The holders of shares of common stock outstanding on September 9, 1983 were entitled to vote upon the above resolution since there was no other class of stock then outstanding: Designation of Class, Number of Shares Outstanding Vote Required Vote Favoring and Entitled to Vote For Adoption Adoption - ---------------------------- ------------- ------------- 4,459,455 Shares of 2,229,728 2,337,133 Common Stock Dated at Norwalk, Connecticut this 7th day of August, 1996. We hereby declare, under penalties of false statement that the statements made in the foregoing certificate are true. /s/ Raymond M. Soto -------------------------- Raymond M. Soto, President /s/ Alan Levy -------------------------- Alan Levy, Secretary 6 EX-3.4 4 AMENDMENT OF RESTATED CERT DTD 11/21/89 EXHIBIT 3.4 CERTIFICATE AMENDING THE RESTATED CERTIFICATE OF INCORPORATION BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS (Stock Corporation) 1. The name of the corporation is Bolt Technology Corporation. 2. The Restated Certificate of Incorporation is amended by the following resolution of directors and shareholders. RESOLVED, that the Restated Certificate of Incorporation of the corporation be, and it hereby is, amended by adding paragraph 9 to read in its entirety as follows: 9. A director of the corporation shall under no circumstances have any personal liability to the corporation or its shareholders for monetary damages for breach of duty as a director for an amount in excess of the compensation received by the director for serving the corporation during the year of the violation except for those specific breaches as to which Section 33-290 of the Connecticut General Statutes prohibits limiting such personal liability. This provision shall not be effective prior to its adoption by the directors and shareholders of the corporation. 3. (a) The above resolution changes the provisions of the Restated Certificate of Incorporation by limiting a director's personal liability for monetary damages for breach of duty to an amount that does not exceed the compensation received by the director for serving the corporation during the year of the violation, subject to certain statutory exceptions. (b) Other than as indicated in paragraph 3(a), there is no discrepancy between the provisions of the Restated Certificate of Incorporation as supplemented and amended to date, and the provisions of this Certificate Amending the Restated Certificate of Incorporation. 4. The above resolution was adopted by the board of directors on October 18, 1989 and by shareholders on November 21, 1989. 5. The corporation has at least one hundred recordholders. 6. The holders of shares of common stock outstanding on October 13, 1989 were entitled to vote upon the above resolution since there was no other class of stock then outstanding: Designation of Class, Number of Shares Outstanding Vote Required Vote Favoring and Entitled to Vote For Adoption Adoption - ---------------------------- ------------- ------------- 4,695,310 Shares of 2,347,656 3,504,228 Common Stock Dated at Norwalk, Connecticut this 9th day of August, 1996. We hereby declare, under penalties of false statement that the statements made in the foregoing certificate are true. /s/ Raymond M. Soto -------------------------- Raymond M. Soto, President /s/ Alan Levy -------------------------- Alan Levy, Secretary 2 -----END PRIVACY-ENHANCED MESSAGE-----