-----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, Ol5nsXkjvKo0r0MlZmNUPi+aaBaePuQhiinuCQmZzkePNzPC5n+iBLB40KuKiZS8 qAbid3CPk8Xy7TCjjPencQ== 0000087744-97-000008.txt : 19970319 0000087744-97-000008.hdr.sgml : 19970319 ACCESSION NUMBER: 0000087744-97-000008 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970318 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCI SYSTEMS INC CENTRAL INDEX KEY: 0000087744 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 630583436 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12821 FILM NUMBER: 97558661 BUSINESS ADDRESS: STREET 1: 2101 W CLINTON AVE STREET 2: C/O SCI SYSTEMS (ALABAMA) INC CITY: HUNTSVILLE STATE: AL ZIP: 35805 BUSINESS PHONE: 3029980592 MAIL ADDRESS: STREET 1: P.O. BOX 1000 CITY: HUNTSVILLE STATE: AL ZIP: 35807 FORMER COMPANY: FORMER CONFORMED NAME: SPACE CRAFT INC DATE OF NAME CHANGE: 19720517 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SCI SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 63-0583436 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) c/o SCI Systems (Alabama), Inc. 2101 West Clinton Avenue, Huntsville, Alabama 35805 (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, $.10 par value New York 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 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 INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The class of securities to be registered is the Common Stock, par value of $.10 per share, of SCI Systems, Inc., a Delaware corporation (the "Company"). Holders of the Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor, subject to certain financial covenants contained in the Company's loan agreements. Holders of the Common Stock are entitled to one vote per share on all matters voted upon by stockholders. Stockholders do not have cumulative voting rights which means that the holders of a majority of the shares voting for the election of directors can elect all the directors then standing for election, if they choose to do so. On liquidation of the Company, the holders of the Common Stock are entitled to share pro rata in any distribution of any assets of the Company remaining after satisfaction of creditors and distribution to the holders of any outstanding Preferred Stock of the liquidation preferences of such stock and any unpaid dividends thereon. The holders of the Common Stock have no preemptive or other subscription or conversion privileges, and there are no redemption provisions with respect to such shares. The shares of Common Stock outstanding at the date of this Registration Statement are fully paid and non-assessable. The Certificate of Incorporation of the Company requires the affirmative vote of the holders of 70% of the voting stock to approve certain mergers, consolidations, reclassifications, dispositions of assets or liquidations, involving or proposed by certain "Interested Stockholders," unless certain price and procedural requirements are met or unless the transaction is approved by two-thirds of the disinterested directors. Generally, "Interested Stockholders" include any person who beneficially owns 20% or more of the Company's voting stock at any time during the two years prior to the date in question or an assignee or successor of such a person. In addition, the Certificate of Incorporation provides: (i) for classification of the Board of Directors into three separate classes, each elected for a term of three years; (ii) that special meetings of the stockholders may be called only by two-thirds of the directors, the Chairman of the Board, or holders of 70% of the voting stock; and (iii) that action by the stockholders of the Company in lieu of a meeting of the stockholders may be taken only with the written consent of holders of 70% of the voting stock. Except for any amendment recommended by two-thirds of the directors, these provisions of the Certificate of Incorporation may be amended only by the affirmative vote of holders of 70% of the voting stock of the Company. The overall effect of these provisions may be to delay or prevent attempts by other corporations or groups to acquire control of the Company without negotiation with the Board of Directors. Item 2. Exhibits. 1. All exhibits required by Instruction II to Item 2 will be supplied to the New York Stock Exchange. SIGNATURES 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. SCI SYSTEMS, INC. By: /s/ Olin B. King -------------------- Olin B. King Chairman of the Board and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) Date: March 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----