-----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, ShWqKsHFRvdJ1p9E5j7dznrZzgX75ctzR9hmJ5MXlmWQlYYUlxDr9GoWRriXfcOw 8H1V3fdnegt9D6OX5TfC9Q== 0000950134-99-001877.txt : 19990325 0000950134-99-001877.hdr.sgml : 19990325 ACCESSION NUMBER: 0000950134-99-001877 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTEX COMMUNICATIONS CORP /TX/ CENTRAL INDEX KEY: 0000780416 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 751982974 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-14899 FILM NUMBER: 99570493 BUSINESS ADDRESS: STREET 1: 2600 N LONGVIEW ST STREET 2: PO BOX 1277 CITY: KILGORE STATE: TX ZIP: 75662 BUSINESS PHONE: 9039840555 8-A12B 1 FORM 8-A 12(B) 1 =============================================================================== 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 -------------- VERTEX COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) TEXAS 75-1982974 (State of incorporation or organization) (I.R.S. employer identification number) 2600 N. LONGVIEW STREET KILGORE, TEXAS 75662 (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, NEW YORK STOCK EXCHANGE $.10 PAR VALUE
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), please 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), please check the following box. [ ] 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 (Title of Class) ================================================================================ 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. GENERAL. This Registration Statement relates to the registration of the common stock, $.10 par value per share ("Common Stock"), of Vertex Communications Corporation, a Texas corporation (the "Company" or "Registrant"), pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Act"). The following is a description of the Company's capital stock. The authorized stock of the Company consists of 20,000,000 shares of Common Stock, $.10 par value per share. At March 19, 1999, there were 5,065,984 shares of Common Stock outstanding, held by approximately 2,712 beneficial holders. COMMON STOCK. All outstanding shares of Common Stock are fully paid and nonassessable. All holders of Common Stock have full voting rights and are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders. Votes may not be cumulated in the election of Directors. Shareholders have no preemptive, subscription or conversion rights. The Common Stock is neither redeemable nor convertible, and there are no sinking fund provisions. Holders of Common Stock are entitled to dividends when and as declared by the Board of Directors from funds legally available therefor and are entitled, in the event of liquidation, to share ratably in all assets remaining after payment of all obligations of the Company. With respect to any action required by the shareholders of the Company, the affirmative vote of the holders of a majority of the Company's issued and outstanding Common Stock entitled to vote is sufficient to authorize, affirm, ratify or consent to such action. TRANSFER AGENT AND REGISTRAR. ChaseMellon Shareholder Services, LLC is the registrar and transfer agent for the Common Stock. SPECIAL MEETINGS. Special Meetings of the shareholders of the Company may be called by the Chairman of the Board or the President, and shall be called by the President or Secretary at the request of a majority of the Board of Directors or by shareholders holding not less than 10% of the outstanding voting stock of the Company. BUSINESS COMBINATION LAW. The Company is subject to Part Thirteen (the "Business Combination Law") of the Texas Business Corporation Act, which took effect September 1, 1997. In general, the Business Combination Law prevents an "affiliated shareholder" (defined generally as a person that is or was within the preceding three-year period the beneficial owner of 20% or more of a corporation's outstanding voting shares) or its affiliates or associates from entering into or engaging in a "business combination" (defined generally to include (i) mergers or share exchanges, (ii) dispositions of assets having an aggregate value equal to 10% or more of the market value of the assets or of the outstanding common stock or representing 10% or more of the earning power or net income of the corporation, (iii) certain issuances or transactions by the corporation that would increase the affiliated shareholder's number of shares of the corporation, (iv) certain liquidations or dissolutions, and (v) the receipt of tax, guarantee, loan or other financial benefits by an affiliated shareholder other than proportionately as a shareholder of the corporation) with an "issuing public corporation" (which includes the Company) during the three-year period immediately following the affiliated shareholder's acquisition of shares unless (a) before the date such person became an affiliated shareholder, the board of directors of the issuing public corporation approves the business combination or the acquisition of shares made by the affiliated shareholder on such date or (b) not less than six months after the date such person became an affiliated shareholder, the business combination is approved by the affirmative vote of holders of at least two-thirds of the issuing public corporation's outstanding voting shares not beneficially owned by the affiliated shareholder or its affiliates or associates. The Business Combination Law does not apply to a business combination with an affiliated shareholder that was the beneficial owner of 20% or more of the outstanding voting shares of the issuing public corporation on December 31, 1996, -1- 3 and continuously until the announcement date of the business combination. In discharging the duties of director under the Business Combination Act or otherwise, a director, in considering the best interests of the Company, may consider the long-term as well as the short-term interests of the Company and its shareholders, including the possibility that those interests may be best served by the continued independence of the Company. LIMITATION OF DIRECTOR LIABILITY AND INDEMNIFICATION ARRANGEMENTS. The Restated Articles of Incorporation, as amended, of the Company contain a provision that limits the liability of the Company's directors as permitted by the Texas Miscellaneous Corporation Laws Act. The provision eliminates the personal liability of directors to the Company and its shareholders for monetary damages for breach of directors' fiduciary duty of care. The provision does not change the liability of a director for breach of his duty of loyalty to the Company or to shareholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, an act or omission for which the liability of a director is expressly provided for by an applicable statute, an act related to an unlawful stock repurchase or payment of a dividend, or in respect of any transaction from which a director received an improper personal benefit. Pursuant to the Restated Articles of Incorporation, the liability of directors will be further limited or eliminated without action by shareholders if Texas law is amended to further limit or eliminate the personal liability of directors. The Company's Bylaws, as amended, provide for the indemnification of its officers and directors, and the advancement to them of expenses in connection with proceedings and claims, to the fullest extent permitted by the Texas Business Corporation Act. The Company has also entered into indemnification agreements with each of its directors and certain of its officers that contractually provided for indemnification and expense advancement and include related provisions meant to facilitate the indemnitees' receipt of such benefits. In addition, the Company may purchase directors' and officers' liability insurance policies for its directors and officers in the future. Such indemnification may be made even though directors and officers would not otherwise be entitled to indemnification under other provisions of the Bylaws or such agreements. It is the position of the Securities and Exchange Commission that indemnification of directors and officers for liabilities arising under the Securities Act of 1933, as amended, is against public policy and is unenforceable pursuant to Section 14 of such act. ITEM 2. EXHIBITS. The following Exhibits are filed, or incorporated by reference as permitted by Rule 12b-32 under the Act, as a part of this Registration Statement: 1.(1) Restated Articles of Incorporation of the Registrant, with Amendments No. 1 and No. 2 thereto. 2.(2) Bylaws of the Registrant, with Amendments No. 1 and No. 2 thereto. 3.(3) Specimen form of Stock Certificate of Common Stock. ----------- (1) Filed on May 22, 1998 as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-53391) and incorporated herein by reference thereto. (2) Filed on May 22, 1998 as Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-53391) and incorporated herein by reference thereto. (3) Filed herewith. All Exhibits required by this Registration Statement will be supplied to the New York Stock Exchange. -2- 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. VERTEX COMMUNICATIONS CORPORATION (Registrant) Date: March 23, 1999 By: /s/ J. Rex Vardeman ------------------------------------------- J. Rex Vardeman President and Chief Executive Officer 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1.(1) Restated Articles of Incorporation of the Registrant, with Amendments No. 1 and No. 2 thereto. 2.(2) Bylaws of the Registrant, with Amendments No. 1 and No. 2 thereto. 3.(3) Specimen form of Stock Certificate of Common Stock.
- ----------- (1) Filed on May 22, 1998 as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-53391) and incorporated herein by reference thereto. (2) Filed on May 22, 1998 as Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-53391) and incorporated herein by reference thereto. (3) Filed herewith. EX-99.3 2 SPECIMEN STOCK CERTIFICATE 1 EXHIBIT 99.3 NUMBER VERTEX COMMUNICATIONS CORPORATION [SHARES] DS INCORPORATED UNDER THE LAWS THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY AND RIDGEFIELD PARK, NJ CUSIP 925320 10 3 OF THE STATE OF TEXAS COMMON STOCK, $.10 PAR VALUE SEE REVERSE FOR CERTAIN LEGENDS This CERTIFIES That is the OWNER of FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, OF THE PAR VALUE $.10 PER SHARE OF VERTEX COMMUNICATIONS CORPORATION (herein referred to as the "Corporation"), transferable on the books of the Corporation in the manner prescribed by law and in its by-laws by the said holder in person or by duly authorized attorney-in-fact, upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued under and shall be subject to all of the provisions of the Corporation's Articles of Incorporation and any amendments thereto, copies of which are on file with the Corporation and its transfer agent, to all of which the holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned by the transfer agent and registered by the registrar of the Corporation. IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized President and its duly authorized Secretary and its facsimile seal to be hereunto affixed. Dated: /s/ [ILLEGIBLE] COUNTERSIGNED AND REGISTERED: PRESIDENT CHASEMELLON SHAREHOLDER SERVICES, L.L.C. TRANSFER AGENT AND REGISTRAR /s/ [ILLEGIBLE] [SEAL] By SECRETARY AUTHORIZED SIGNATURE
2 VERTEX COMMUNICATIONS CORPORATION THE ARTICLES OF INCORPORATION, AS AMENDED AND RESTATED, OF THE CORPORATION ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF TEXAS SET FORTH A FULL STATEMENT OF (A) THE DENIAL TO SHAREHOLDERS OF PREEMPTIVE RIGHTS TO ACQUIRE UNISSUED OR TREASURY SHARES OR OTHER SECURITIES OF THE CORPORATION, AND (B) THE DENIAL TO SHAREHOLDERS OF THE RIGHT OF CUMULATIVE VOTING. THE CORPORATION WILL FURNISH A COPY OF SUCH STATEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OR THE OFFICE OF ITS 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 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 POSTAL ZIP CODE OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------- Shares of the Common 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. ---------------------------------------- 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 whatever. ---------------------------------------- SIGNATURE(S) MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A MAJOR STOCK EXCHANGE. -----END PRIVACY-ENHANCED MESSAGE-----