FORM 8-A/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRAB, INC.
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(Exact name of registrant as specified in its charter)
Michigan 38-1654849
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5944 E. Kilgore Road, P.O. Box 2121, Kalamazoo, Michigan 49003
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(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
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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:
Common Stock, $.10 par value
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(Title of class)
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(Title of class)
All items of Form 8-A dated February 19, 1982 filed by Prab, Inc.,
formerly known as Prab Robots, Inc. (the "Corporation") are hereby amended in
their entirety to read as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The total number of capital shares of all classes which the Corporation
has authority to issue are 9,600,000 shares which are divided as follows:
(i) 7,000,000 Common Shares, $0.10 par value, being
registered hereunder (the "Common Stock");
(ii) 2,000,000 Convertible Preferred Shares, $0.75 par value,
which are not being registered (the "Convertible Preferred Stock"); and
(iii) 600,000 Non-Convertible Preferred Shares, $0.50 par value,
which are not being registered (the "Non-Convertible Preferred Stock").
Voting Rights. Except as otherwise required by law, each share of Common
Stock shall entitle the holder thereof to one vote on each matter submitted to
a vote of the shareholders of the Corporation. The holders of shares of Common
Stock do not have cumulative voting rights.
Dividend Rights. Subject to provisions of law and preferences of any
outstanding shares of Convertible Preferred Stock and Non-Convertible
Preferred Stock described below, the holders of the Common Stock shall be
entitled to receive dividends at such times and in such amounts as may be
determined by the Board of Directors of the Corporation.
The holders of Convertible Preferred Stock shall be entitled to receive,
out of any assets at the time legally available therefor, on and after
November 1, 1995 a per annum dividend, based on the par value of such stock,
payable on a quarterly basis (with the first such dividend payable for the
fiscal quarter beginning November 1, 1995), pursuant to the following
schedule:
ANNUAL
PERIOD DIVIDEND
November 1, 1995 to October 31, 1996 5% per annum
November 1, 1996 to October 31, 1997 6% per annum
November 1, 1997 to October 31, 1998 7% per annum
November 1, 1998 and thereafter 8% per annum
The dividend shall be mandatory and shall be payable at the option of the
Corporation in either (i) cash to the extent that the Corporation has assets
legally available therefor, or (ii) in shares of Common Stock provided that
(a) the value of the Common Stock for the purposes of computing the dividends
shall be the average of the bid and ask price of such stock for the
consecutive sixty (60) day trading period ending ten (10) business days prior
to the last day of such quarter and (b) such Common Stock, when issued, shall
be fully paid and nonassessable. The dividend for each quarter shall be due
and payable on the last day of each fiscal quarter. Such dividends are prior
and in preference to any declaration or payment of any dividend or
distribution on the Common Stock, but shall be junior and subordinate to the
declaration or payment of any dividend or distribution on the Non-Convertible
Preferred Stock. Such dividends shall accrue on each share of Convertible
Preferred Stock from day to day from November 1, 1995 and continuing
thereafter, whether or not earned or declared so that if such dividends with
respect to any previous dividend period at the rate provided for above have
not been paid on, or set apart for all shares of Convertible Preferred Stock
at the time outstanding, the deficiency shall be fully paid on, or declared
and set apart for, such shares before any distribution shall be paid on, or
declared and set apart for the Common Stock.
The holders of Non-Convertible Preferred Stock shall be entitled to
receive, out of any assets at the time legally available therefor, on and
after the dates such stock is issued, a per annum dividend, based on the par
value of such stock, payable on a quarterly basis (with the first such
dividend payable for the fiscal quarter beginning November 1, 1992), pursuant
to the following schedule:
ANNUAL
PERIOD DIVIDEND
Date of issuance to October 31, 1997 7% per annum
November 1, 1997 to October 31, 1998 8% per annum
November 1, 1998 and thereafter 9% per annum
The dividend shall be mandatory, and shall be payable in cash on the last day
of each fiscal quarter. Such dividends are prior and in preference to any
declaration or payment of any dividend or distribution on the Convertible
Preferred Stock or the Common Stock. Such dividends shall accrue on each share
of Non-Convertible Preferred Stock from day to day from the date of issuance
and continuing thereafter, whether or not earned or declared so that if such
dividends with respect to any previous dividend period at the right provided
for above have not been paid on, or declared and set apart for all shares of
Non-Convertible Preferred Stock at the time outstanding, the deficiency shall
be fully paid on, or declared and set apart for such shares before any
distribution shall be paid on or declared and set apart for the Convertible
Preferred Stock or the Common Stock.
Liquidation Preference. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, after payment
or provision for payments of the debts and other liabilities of the
Corporation, the remaining assets of the Corporation shall be distributed to
the holders of outstanding shares of capital stock of the Corporation in the
following priority:
(i) the holders of the Non-Convertible Preferred Stock then
outstanding shall first be entitled to receive an amount equal to $0.50
per share plus the amount of any accrued but unpaid dividends to which
such holder is entitled;
(ii) then the holders of the Convertible Preferred Stock shall be
entitled to receive an amount equal to $0.75 per share plus the amount
of any accrued but unpaid dividends to which such holder is entitled;
and
(iii) then the remainder shall be allocated pro rata among the
holders of the shares of Common Stock.
If upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the assets to be distributed to the holders of
either the Non-Convertible Preferred Stock or the Convertible Preferred Stock
shall be insufficient to permit the payment to such holders of the full
preferential amounts provided for above, then all the assets of the
Corporation to be distributed to such class of either the Non-Convertible
Preferred Stock or Convertible Preferred Stock shall be distributed ratably to
the holders thereof. A consolidation or merger of the Corporation, share
exchange, sale, lease, exchange, or transfer of all or substantially all of
the assets as an entirety, or any purchase or redemption of stock of the
Corporation of any class, shall not be regarded as a "liquidation,
dissolution, or winding up of the affairs of the Corporation" within the
meaning of this Section 1. Whenever the distribution provided for herein shall
be paid in property other than cash, the value of such distribution shall be
the fair market value of such property as determined in good faith by the
Board of Directors.
Preemptive Rights. The holders of shares of Common Stock do not have
any preemptive rights to acquire any capital shares of the Corporation.
ITEM 2. EXHIBITS.
The following Exhibits are furnished with this Registration Statement:
Exhibit No. Description
3(i) Second Restated Articles of
Incorporation of the Corporation,
as amended.
3(ii) Bylaws of the Corporation, as
amended.
4 Specimen stock certificate
incorporated herein by reference to
Exhibit 1 of the Corporation's Form
8-A dated February 19, 1982, file
no. 2-73320. As of March 29, 1994,
the Corporation's name on its stock
certificate form changed from "Prab
Robots, Inc." to "Prab, Inc."
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.
Dated: May 25, 1995 PRAB, INC.
/s/ John J. Wallace
By: ---------------------------------
John J. Wallace
Its: Chairman of the Board
EXHIBIT INDEX
Exhibit No. Description
3(i) Second Restated Articles of
Incorporation of the Corporation,
as amended.
3(ii) Bylaws of the Corporation, as
amended.
4 Specimen stock certificate
incorporated herein by reference to
Exhibit 1 of the Corporation's Form
8-A dated February 19, 1982, file
no. 2-73320. As of March 29, 1994,
the Corporation's name on its stock
certificate form changed from "Prab
Robots, Inc." to "Prab, Inc."