-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cwjNQLBLAU9R8Zu/8Gha8m/zO+M2s5DJ8rAnh2Y8SLLl7gTGwXgd3nuMf0RIKJGR E3YAcHXX595VQ6PJHYlqjQ== 0000912057-95-004463.txt : 19950609 0000912057-95-004463.hdr.sgml : 19950609 ACCESSION NUMBER: 0000912057-95-004463 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950608 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GTS DURATEK INC CENTRAL INDEX KEY: 0000785186 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 222476180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14292 FILM NUMBER: 95545915 BUSINESS ADDRESS: STREET 1: 8955 GUILFORD RD SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103125100 MAIL ADDRESS: STREET 2: 8955 GUILFORD RD SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: DURATEK CORP DATE OF NAME CHANGE: 19920703 8-A12B/A 1 FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GTS Duratek, Inc. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 22-2476180 - ------------------------------------------ --------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 8955 Guilford Road, Suite 200, Columbia MD 21046 - --------------------------------------------- ------------- (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 - ------------------- ------------------------------- None - --------------------------- ------------------------------- - --------------------------- ------------------------------- Securities to be registered pursuant to Section 12(g) of the Act. Common Stock (par value $.01 per share) - ------------------------------------------------------------------------------- (Title of class) - ------------------------------------------------------------------------------- (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED: COMMON STOCK The Company is authorized to issue 20,000,000 shares of Common Stock, $.01 par value. As of March 31, 1995, 8,690,317 shares of Common Stock were issued and outstanding and 3,973,401 shares were reserved for issuance upon exercise of warrants or options. The holders of Common Stock are entitled to one vote per share on all matters voted on by stockholders, including the election of directors. There is no cumulative voting for the election of directors. Subject to the preferential rights of the Convertible Preferred Stock and any series of preferred stock that may be authorized and issued hereafter, the holders of Common Stock are entitled to such dividends as may be declared from time to time by the Board of Directors from funds available therefor. Upon liquidation, dissolution or winding-up of the Company, the holders of the Common Stock will be entitled to share ratably all assets of the Company available for distribution to such holders after payment of liabilities, subject to prior distribution rights of holders of any shares of Convertible Preferred Stock and any preferred stock authorized, issued and outstanding hereafter. No holder of Common Stock has any preemptive rights to subscribe for any securities of the Company of any kind or class. All outstanding shares of Common Stock are fully paid and non-assessable and all shares of Common Stock to be outstanding upon exercise of outstanding warrants or options will be fully paid and non-assessable. The rights, preferences and privileges of holders of Common Stock are subject to the rights, preferences and privileges of the Convertible Preferred Stock and will be subject to the rights, preferences and privileges of any series of preferred stock which the Company may authorize and issue in the future. The transfer agent and registrar for the Common Stock of the Company is Harris Trust Company of New York. PREFERRED STOCK The Company is authorized to issue 5,000,000 shares of Preferred Stock, $.01 par value. As of March 31, 1995, 160,000 shares of Convertible Preferred Stock were issued and outstanding. The following is a summary of the terms and conditions of the Convertible Preferred Stock: ISSUE. 160,000 shares of 8% Cumulative Convertible Redeemable Preferred Stock at a price of $100 per share. DIVIDENDS. The Convertible Preferred Stock is entitled to cumulative annual dividends of 8% per share ($8.00) payable quarterly in arrears. PREFERENCES. The Convertible Preferred Stock have a preference with respect to assets and dividends over the Company's Common Stock. In the event of the liquidation, dissolution or winding up of the Company, the Convertible Preferred Stock are entitled to a preference of $100 per share. The Convertible Preferred Stock will be senior to any existing or future class of capital stock or securities into which convertible indebtedness is convertible. CONVERSION OR EXCHANGE. Each share of the Convertible Preferred Stock is, at the option of the holder, convertible into 33-1/3 shares of Common Stock based on an implied conversion price of $3.00 per share. REDEMPTION. The Company will redeem all of the outstanding shares of Convertible Preferred Stock on December 31, 2001 at $100 per share plus accrued and unpaid dividends. VOTING RIGHTS. Each share of Convertible Preferred Stock has the right to vote that number of votes equal to the number of shares of Common Stock issuable upon conversion of the Convertible Preferred Stock and has the right to vote, together with the Common Stock voting as a single class, on all matters on which the Common Stock can vote. Additionally, the holders of the Convertible Preferred Stock have the right, voting as a separate class, to elect a majority of the Company's Board of Directors. REGISTRATION RIGHTS. If the Company files a registration statement with the Securities and Exchange Commission (the "Commission") (excluding the Company's current shelf registration statement on file with the Commission and any registration statements filed in connection with any of the Company's employee benefit plans or in connection with any acquisition on Form S-4), the Company will include the shares of Common Stock issued upon conversion of the Convertible Preferred Stock or purchased from National Patent in such registration statement for sale in the same manner and under the same conditions as originally contemplated in such registration statement. The Company may reduce on a pro rata basis the number of shares sold by each selling stockholder if the number of shares to be registered and sold would materially and adversely effect the offering price. Additionally, the holders of shares of Convertible Preferred Stock have the right on three separate occasions to cause the Company to register their shares of Common Stock issued upon the conversion of the Convertible Preferred Stock. The holders of the Convertible Preferred Stock have an additional registration right at their own expense. National Patent will also have the right on one occasion to cause the Company to register the shares of Common Stock owned by it. Other than the one additional registration right at the expense of the holders of Convertible Preferred Stock, the Company has agreed to incur the expenses of all such registrations except for fees and expenses of counsel for the selling stockholders and any underwriters' or brokers' commissions, fees or expenses applicable to the shares being sold by such selling stockholders. -4- DIVIDEND POLICY The Company has never paid a cash dividend on its Common Stock and is currently prohibited from paying dividends under its revolving line of credit with its principal lender. The Company will pay dividends on the Convertible Preferred Stock out of funds legally available therefor in accordance with the terms of the Convertible Preferred Stock. Except with respect to the dividends on the Convertible Preferred Stock, the Company currently intends to retain earnings primarily for working capital and development of vitrification technologies. BUSINESS COMBINATIONS Section 203 of the Delaware General Corporation Law contains a provision restricting Delaware corporations, other than corporations that "opt out" of the statute, from engaging in a wide range of transactions which may be entered into by any such corporation and any interested stockholder. The Company has not opted out of Section 203. Under Section 203, the term "interested stockholder" is defined to include any person or entity who has acquired more than 15% of any class or series of stock entitled to vote generally in the election of directors but does not acquire 85% of such shares in the transaction in which more than 15% of the shares were acquired. Any such stockholder may not engage in certain "Business Combinations" with the corporation for a period of three years subsequent to the date on which the stockholder became an "interested stockholder" unless (i) the Board of Directors prior to the date the interested stockholder obtained such status approved either the "Business Combination" or the transaction in which the stockholder became an "interested stockholder," or (ii) the holders of at least two-thirds of the outstanding voting stock, excluding those shares owned by the "interested stockholder," approve the "Business Combination." Section 203 does not apply to Carlyle or National Patent. Section 203 defines "Business Combination" to encompass a wide variety of transactions with or caused by an "interested stockholder" in which the "interested stockholder" receives or could receive a benefit on other than a pro rata basis with other stockholders, including mergers, certain asset sales, certain issuances of additional shares to the "interested stockholder" in transactions with the corporation which increase the proportionate interest of the "interested stockholder" or transactions in which the "interested stockholder" receives certain other benefits. This statute could deter unfriendly offers or other efforts to obtain control of the Company that are not approved by the Board of Directors and thereby possibly deprive the stockholders of opportunities to sell their shares of Common Stock at prices higher than prevailing market prices. -5- 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. GTS DURATEK, INC. (Registrant) Date: June 8, 1995 By: /s/ Robert F. Shawver ----------------------------------- Robert F. Shawver, Executive Vice President and Chief Financial Officer -6- -----END PRIVACY-ENHANCED MESSAGE-----