-----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, DCuHsyp605wNORMJ9qx1hQ7ErTtKw47SLSBkczHSIoapAX0wlcnJ3XvvoQXPLIuJ 0Om2gjUoOS/WLgtMjXjaFw== 0000950136-97-000104.txt : 19970225 0000950136-97-000104.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950136-97-000104 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUESTRON TECHNOLOGY INC CENTRAL INDEX KEY: 0000732152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-LEGAL SERVICES [8111] IRS NUMBER: 232257354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-13324 FILM NUMBER: 97519718 BUSINESS ADDRESS: STREET 1: 6400 CONGRESS AVENUE STREET 2: SUITE 200 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 4072415251 MAIL ADDRESS: STREET 1: 6400 CONGRESS AVENUE STREET 2: SUITE 200 CITY: BOCA RATON STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: JUDICATE INC DATE OF NAME CHANGE: 19920703 8-A12G 1 REGISTRATION OF SECURITIES; SECTION 12(B) FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 QUESTRON TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 23-2257354 - ------------------------------------------------------------------------------ (State of incorporation (IRS Employer or organization) Identification No.) 6400 CONGRESS AVENUE, SUITE 200 BOCA RATON, FLORIDA 33487 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE. 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: UNITS SERIES B CONVERTIBLE PREFERRED STOCK SERIES IV COMMON STOCK PURCHASE WARRANTS ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Reference is made to the descriptions of the terms of (a) the Units, each consisting of one share of Series B Preferred Stock and one Series IV Warrant (the "Units"), (b) the Series B Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred Stock"), and (c) the Series IV Common Stock Purchase Warrants (the "Series IV Warrants") of the Registrant set forth under the caption "Description of Securities" appearing in the Prospectus contained in Registrant's Registration Statement on Form SB-2 (the "Registration Statement"), as filed with the Securities and Exchange Commission on December 19, 1996 (Registration No. 333-18243). As of the date hereof, no Units are outstanding. As of the date hereof, no shares of Series B Preferred Stock are outstanding. Each share of the Series B Preferred Stock shall automatically convert on the second anniversary of the effective date of the Registration Statement (the "Effective Date"), into that number of shares of Common Stock, par value $.001 per share, of the Corporation ("Common Stock") equal to the portion of the offering price attributable to the Series B Preferred Stock ($5.75) divided by 80% of the closing price per share of the Common Stock as reported by the Nasdaq SmallCap Market on the trading day immediately preceding the Effective Date. As of the date hereof, 2,750,000 Series IV Warrants are outstanding. The Series IV Warrants shall be exercisable commencing one year from the Effective Date and shall entitle the holder thereof to purchase one share of Common Stock at an exercise price equal to 115% of the closing market price per share of the Common Stock on the day preceding the Effective Date during the four year period commencing one year from the Effective Date. ITEM 2. EXHIBITS. The following exhibits, including exhibits incorporated herein by reference, are filed as a part of this registration statement pursuant to the requirements of Instruction I of Form 8-A: 1. Stock Purchase Agreement, dated as of December 16, 1996 relating to Webb Distribution, Inc., incorporated by reference to Exhibit 2.0 of Registrant's Form SB-2 filed with the Securities and Exchange Commission on December 19, 1996 (Registration No. 333-18243). 2. Specimen Preferred Stock Certificate. 3. Certificate of Designations, Preferences and Rights of the Registrant's Series B Convertible Preferred Stock. 4. Form of Series IV Warrant Agreement, incorporated by reference to Exhibit 4.3 of the Registrant's Form SB-2 filed with the Securities and Exchange Commission on December 19, 1996 (Registration No. 333-18243). -1- 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. QUESTRON TECHNOLOGY, INC. Date: February 5, 1997 By: /s/ DOMINIC A. POLIMENI ---------------------------- Dominic A. Polimeni Chairman, President and Chief Executive Officer -2- INDEX TO EXHIBITS 1. Stock Purchase Agreement, dated as of December 16, 1996 relating to Webb Distribution, Inc., incorporated by reference to Exhibit 2.0 of Registrant's Form SB-2 filed with the Securities and Exchange Commission on December 19, 1996 (Registration No. 333-18243). 2. Specimen Preferred Stock Certificate. 3. Certificate of Designations, Preferences and Rights of the Registrant's Series B Convertible Preferred Stock. 4. Form of Series IV Warrant Agreement, incorporated by reference to Exhibit 4.3 of the Registrant's Form SB-2 filed with the Securities and Exchange Commission on December 19, 1996 (Registration No. 333-18243). EX-2 2 STOCK SPECIMEN [STOCK CERTIFICATE] - ------------------------------------------------------------------------------ NUMBER SHARES L QUESTRON TECHNOLOGY, INC. 6,000,000 SHARES SERIES B 2% CUMULATIVE CONVERTIBLE PREFERRED STOCK PAR VALUE ONE ($.01) CENTS EACH SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 748372 30 7 - ------------------------------------------------------------------------------ THIS CERTIFIES that: PREFERRED STOCK --------------- is the owner of - ------------------------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES B 2% CUMULATIVE CONVERTIBLE PREFERRED STOCK OF QUESTRON TECHNOLOGY, INC. transferable only on the books of the Corporation in person or by attorney upon surrender of this certificate properly endorsed. The Corporation will furnish to any stockholder, upon request and without charge, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof authorized to be issued and qualifications, limitations or restrictions of such preferences and/or rights. This certificate is not valid unless countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers - -------------- [THE CORPORATE SEAL APPEARS HERE] Dated - -------------- /s/ Milton M. Adler /s/ Dominic A. Polimeni SECRETARY PRESIDENT - ------------------------------------------------------------------------------ COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, NEW YORK) TRANSFER AGENT AND REGISTRAR By AUTHORIZED SIGNATURE 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _______________ Custodian ________________ (Cust) (Minor) under Uniform Gifts to Minors 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 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 _______________________________________________________________________________ THIS SPACE MUST NOT BE COVERED IN ANY WAY EX-3 3 CERTIFICATE OF DESIGNATION CERTIFICATE OF DESIGNATION ESTABLISHING A SERIES OF PREFERRED STOCK of QUESTRON TECHNOLOGY, INC. To the Secretary of State of the State of Delaware: QUESTRON TECHNOLOGY, INC. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: pursuant to the provisions of Sections 151(a) and 151(g) of the General Corporation Law of the State of Delaware, the following resolution establishing and designating a series of shares of preferred stock and fixing and determining the relative rights and preferences thereof was duly adopted by the Board of Directors of the Corporation on December 27, 1996. "RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of this Corporation in accordance with the provisions of its Certificate of Incorporation as amended, a series of preferred stock, $.01 par value per share, of the Corporation be established and given the distinctive designation of "Series B Convertible Preferred Stock" the ("Series B Preferred Stock"). The number of shares of the Series B Convertible Preferred Stock authorized to be issued by the Corporation shall be 1,250,000 shares. The rights, preferences, privileges and restrictions granted to and imposed upon the Series B Convertible Preferred Stock are as set forth on the attached Exhibit I." IN WITNESS WHEREOF, Questron Technology, Inc. has caused this Certificate to be signed by its President and attested by its Secretary, this 3rd day of February, 1997. QUESTRON TECHNOLOGY, INC. By: /s/ DOMINIC A. POLIMENI ------------------------- DOMINIC A. POLIMENI President ATTEST: /s/ MILTON M. ADLER - ------------------------ Secretary EXHIBIT I 1. Voting (a) Except as provided in Sections 1(b) and 1(c) the holders of the Series B Preferred Stock shall have no right to vote on matters submitted to the stockholders of the Corporation. (b) The holders of the Series B Preferred Stock shall be entitled to that number of votes per share of Series B Preferred Stock equal to the number of shares of Common Stock into which such share of Series B Preferred Stock is convertible. Such holders shall be entitled to cast such votes on any matter which is submitted to the holders of the Corporation's Common Stock and, except as provided in Section 1(c), shall vote with the holders of the Common Stock as a single class. (c) The Corporation shall not, without the affirmative vote or consent of the holders of shares representing at least a majority of the shares of Series B Preferred Stock then outstanding, acting as a separate class: (i) in any manner authorize or create any class of capital stock ranking, either as to payment of dividends or distribution of assets, prior to or on a parity with the Series B Preferred Stock; or (ii) in any manner alter or change the designations, powers, preferences or rights or the qualifications, limitations or restrictions of the Series B Preferred Stock; provided, however, that, except as otherwise provided by law, any such vote or consent by the holders of the Series B Preferred Stock shall be sufficient authorization, insofar as the need to obtain approval of the Series B Preferred Stock is concerned, for any such action, and when such action is effected upon such vote or consent of the Series B Preferred Stock, holders of shares of the Series B Preferred Stock dissenting from such action shall not have any rights to payment for their shares by reason of this provision. 2. Rights on Liquidation, Dissolution or Winding Up In the event of any liquidation, dissolution or winding up of the Corporation, the holders of shares of the Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment shall be made to the holders of shares of any other class or series of the capital stock of the Corporation, $.01 per share of Series B Preferred Stock together with any accrued but unpaid dividends (whether or not declared) to the date of payment. If, -2- upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of the Series B Preferred Stock, the full amounts to which they respectively shall be entitled, the holders of share of the Series B Preferred Stock shall share ratably in any distribution of assets in proportion of their respective ownership of Series B Preferred Stock. In the event of any liquidation, dissolution or winding up of the Corporation, after payment shall have been made to the holders of shares of the Series B Preferred Stock of the full amount to which they shall be entitled as aforesaid, the holders of shares of all other classes and series of the capital stock of the Corporation, to the exclusion of the holders of shares of the Series B Preferred Stock, shall be entitled to share, according to their respective rights and preferences, in all remaining assets of the Corporation available for distribution to its stockholders. The consolidation or merger of the Corporation with or into any other corporation or corporations shall not be deemed to be a liquidation, dissolution or winding up of the Corporation unless the effect thereof shall be to cause a distribution of assets among its stockholders. 3. Conversion and Dividends (a) Each share of the Series B Preferred Stock shall automatically convert on the second anniversary of the effective date of the registration statement filed by the Corporation under the Securities Act of 1933 relating to the Series B Preferred Stock (the "Effective Date"), without any action on the part of the holder thereof or the Corporation, into that number of shares of Common Stock, par value $.001 per share, of the Corporation ("Common Stock") equal to the offering price attributable to the Series B Preferred Stock ($5.75) divided by 80% of the closing price per share of Common Stock as reported by the Nasdaq SmallCap Market on the trading day immediately preceding the Effective Date. Holders of the Series B Preferred Stock will be entitled, when and as declared by the Board of Directors, to receive, in respect of the two years before the Series B Preferred Stock converts, an annual dividend per share equal to 2% of the $5.75 offering price of the Series B Preferred Stock sold as part of the Units, or $0.115 per share. Such dividends shall accrue from the Effective Date and shall be payable on each of the two anniversaries following the Effective Date, in cash or shares of Common Stock at the option of the Corporation. The aforementioned dividends shall be cumulative and no dividends shall be paid or set apart in respect of the Common Stock or any other class of securities which ranks junior to the Series B Preferred Stock unless and until all accrued and unpaid dividends upon such Series B Preferred Stock have been paid or set apart in full. No interest shall accrue with respect to dividends in arrears. -3- (b) The number of shares of Common Stock to be issued upon the conversion of Series B Preferred Stock shall be subject to proportional adjustment from time to time as follows: (i) If the Corporation at any time shall consolidate or merge with or sell or convey all or substantially all of its assets to any other corporation or partnership, the shares of the Series B Preferred Stock then outstanding shall be convertible into such number and kind of securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance upon or with respect to the shares of Common Stock into which the Series B Preferred Stock is convertible. (ii) If the Corporation shall at any time reclassify or change the outstanding Common Stock into a different type of security or securities or other property ("Reclassified Securities"), then each holder of Series B Preferred Stock, at such holder's sole option, shall thereafter be entitled to convert any share of Series B Preferred Stock held by such holder into such number of Reclassified Securities as would have been issuable to such holder of Series B Preferred Stock, had such holder converted such share of Series B Preferred Stock into Common Stock immediately prior to the reclassification or change of Common Stock into such Reclassified Securities. (iii) If the Corporation at any time pays to the holders of the Common Stock a dividend in Common Stock, the number of shares of Common Stock issuable upon conversion of the then outstanding shares of the Series B Preferred Stock shall be proportionately increased, effective as of the close of business on the record date for determination of the holders of the Common Stock entitled to such dividend. (c) The Corporation shall undertake to have authorized and thereafter reserve and keep available out of its authorized but unissued shares of Common Stock or its treasury shares, solely for the purpose of issuing upon the conversion of the shares of the Series B Preferred Stock, such number of shares of Common Stock as shall then be issuable upon the conversion of all of the then outstanding shares of the Series B Preferred Stock. 4. No Reissuance of Series B Preferred Stock. No share or shares of the Series B Preferred Stock acquired by the Corporation by reason of purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the Corporation shall be authorized to issue. 5. Notices. Any notice or other communication under the provisions of this Certificate shall be in writing, and shall be given by postage prepaid, first class mail, receipt requested, -4- by hand delivery with an acknowledgement copy, or by any reputable service which guarantees over night delivery ("Over Night Mail"), directed to the Corporation at 6400 Congress Avenue, Suite 200, Boca Raton, Florida 33487, and to the Holders at their respective addresses as set forth in the records of the Corporation, or to any new address of which the Corporation or any Holder shall have informed the others by the giving of notice in the manner provided herein. Such notice or communication shall be effective, if sent by mail, three (3) days after it is mailed within the continental United States; if sent by Over Night Mail, one day after it is mailed; or by hand delivery, upon receipt. -5- -----END PRIVACY-ENHANCED MESSAGE-----