HINCKLEY, ALLEN & SNYDER
One Financial Center
Boston, Massachusetts 02110
August 8, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
RE: Tridex Corporation Registration Statement on Form 8-A
Dear Sirs:
Pursuant to the regulations of the Securities and Exchange
Commission, submitted herewith for filing on behalf of Tridex
Corporation (the "Company") is the Company's Registration
Statement on Form 8-A. This filing is being effected by direct
transmission on the EDGAR system.
On August 3, 1995, in anticipation of this filing, the
Company caused a deposit to be made covering the relevant filing
fee payable to the Commission in the amount of $250.00 by wire-
transfer to the Commission's account No. 910-8739 at the Mellon
Bank in Pittsburgh. The bankers were instructed to note that the
Company's IRS identification number is 06-0682273, that its SEC
file number is 1-5513, that its Central Index Key (CIK) is 47254,
that its SEC filing fees account number is RFB - 0000047254, and
that a portion of the deposit was intended as the filing fee for
the Company's Form 8-A.
We respectfully request that the Registration Statement be
declared effective at 9:00 a.m. on August 9, 1995 or as soon
thereafter as practicable.
Very truly yours,
Margaret D. Farrell
MDF:kal
Enclosure
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 off 1934
TRIDEX CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-0682273
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
61 Wilton Road
Westport, CT 06880
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
(Title of class)
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of the Company consist of shares
of common stock and shares of preferred stock. The Company is
authorized to issue up to 10,000,000 shares of common stock,
without par value (the "Common Stock"). The Company is authorized
to issue up to 2,000,000 shares of preferred stock, $1.00 par value
(the "Preferred Stock"). There are no shares of Preferred Stock
outstanding.
Common Stock
Holders of Common Stock are entitled to vote on all matters
submitted to the shareholders for action. In all voting, holders
of Common Stock are entitled to one vote for each share held by
them. Holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of
legally available funds. As of the date hereof, the Company's
agreement with its senior lender prohibits the payment of cash
dividends for the term of the agreement and the indenture covering
the Company's 10.5% Senior Subordinated Convertible Debentures due
December 31, 1997 limits the payment of cash dividends to 50% of
aggregate consolidated net income earned after December 27, 1992
for so long as any of the debentures are outstanding. The Company
is permitted by the indenture to pay dividends in Common Stock.
Upon dissolution, winding up and liquidation of the Company,
holders of Common Stock are entitled to receive ratably the net
assets of the Company after the payment of all debts and other
liabilities. Holders of Common Stock have no preemptive,
subscription or conversion rights except as may be contractually
given. The outstanding shares of Common Stock are fully paid and
non-assessable.
Preferred Stock
The Preferred Stock is issuable in one or more series, with
such voting powers, designations, preferences and other special
rights, and such qualifications, limitations or restrictions, as
may be stated in the Certificate of Incorporation or in the
resolutions adopted by the Board providing for the issue of such
series and as permitted by the Connecticut Stock Corporation Act.
The Company currently has no intention to issue any Preferred
Stock.
Connecticut Law and Certain Certificate and Bylaw Provisions
The Certificate of Incorporation and Bylaws contain certain
provisions permitted under the Connecticut Stock Corporation Act
relating to the liability of directors. The Certificate of
Incorporation provides that a director's liability for monetary
damages for a breach of fiduciary duty will be limited to the
amount of compensation received by the director for serving the
Company during the year the violation occurred.
Pursuant to the Connecticut Stock Corporation Act such
limitation may not be available depending upon the circumstances of
the breach of fiduciary duty, such as when there is a knowing and
culpable violation of law or improper personal economic gain. The
Bylaws contain provisions indemnifying the Company's directors and
officers to the fullest extent permitted by the Connecticut Stock
Corporation Act. The Company believes the provisions in the
Certificate of Incorporation and Bylaws will assist the Company in
attracting and retaining qualified individuals to serve as
directors and officers.
The Company is subject to the provisions of Section 33-374e of
the Connecticut Stock Corporation Act. Section 33-374e prohibits
a publicly-held Connecticut corporation from engaging in a
"business combination" with an "interested shareholder" for a
period of five years after the date of the transaction in which the
person becomes an interested shareholder, unless the business
combination is approved in a prescribed manner. "Business
combinations" include mergers, asset sales and other transactions
resulting in a financial benefit to the interested shareholder. An
"interested shareholder" is any person who together with his, her
or its affiliates and associates owns, or within the preceding five
years did own, 10% or more of a corporation's voting stock. The
Company is also subject to the "fair price" provisions of Section
33-374c and the "super majority" voting provisions of Section
33-374b of the Connecticut Stock Corporation Act. These provisions
require business combinations to be approved by the Board of
Directors and by super-majority votes of the shareholders unless
certain share prices and other conditions are met. Connecticut law
also includes a tender offer statute which is not currently
applicable to the Company due to the size of the Company's
operations but may apply to the Company over time. The effect of
these provisions may be to make it more difficult for a person to
acquire voting control of the Company.
Item 2. Exhibits
See Exhibits 3.1 through 3.5. and 4.2 through 4.11 to the
registrant's Annual Report on Form 10-K filed June 30, 1995 and
incorporated herein by reference.
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.
TRIDEX CORPORATION
By:____________________________
Richard L. Cote
Senior Vice President
and Chief Financial Officer
Dated: August ___, 1995