SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 13, 2002
CTI GROUP (HOLDINGS) INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-10560 51-0308583
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
333 North Alabama Street, Suite 240, Indianapolis, IN 46204
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(Address of principal executive offices with zip code)
Former name, former address, and former fiscal year, if changed since last
report: N/A
Item 5. Other Events and Regulation FD Disclosure
Description of Capital Stock
The authorized capital stock of CTI Group (Holdings) Inc. ("CTIG")
consists of 50,000,000 shares of common stock, $.01 par value, including
47,166,666 shares of Class A common stock and 2,833,334 shares of Class B common
stock. CTIG's Class A common stock is listed and traded on the National
Association of Securities Dealers, Inc. Over-the-Counter Bulletin Board under
the symbol "CTIG."
As of September 30, 2002, approximately 26,689,456 shares of Class A
common stock and 2,833,334 shares of Class B common stock were outstanding. All
of the outstanding Class B common stock was issued pursuant to the Agreement and
Plan of Merger, dated February 3, 2000, as amended, between CTIG and Centillion
Data Systems, Inc. ("Centillion Merger Agreement"). No additional Class B common
stock may be issued except pursuant to a stock split, stock divided or share
distribution related to the then outstanding shares of Class B common stock.
Except with respect to the election of directors described below and
except as may be required by the laws of the State of Delaware, holders of Class
A and Class B common stock are entitled to one vote per share on all matters to
be voted upon by the shareholders and vote together as one class on such
matters. The Board of Directors is divided into three classes with staggered
three year terms. At any meeting of the shareholders held prior to July 1, 2003
for the purpose of electing Class I or Class II directors, the holders of Class
B common stock voting as a class without the holders of Class A common stock
have the right to elect the Class I and Class II directors. The shareholders may
not cumulate votes in connection with the election of directors.
Class B common stock is subject to voluntary and mandatory conversion
into Class A common stock. Until the earlier of February 12, 2003 or the date
the original recipients of the consideration under the Centillion Merger
Agreement cease to own 51% of CTIG's outstanding common stock, CTIG has the
option to convert shares of Class B common stock into the number of shares of
Class A common stock determined by dividing the value of CTIG's subsidiary,
Centillion Data Systems LLC ("Centillion LLC"), (excluding certain patents) by
(i) the lower of $1.50 or 88% of the market value of Class A common stock for
approximately the first million shares of Class A common stock to be issued, or
(ii) 88% of the market value of Class A common stock for the remainder of any
shares of Class A common stock to be issued. For the first 31 days of the
three-year period commencing upon the expiration of CTIG's option to convert
shares of Class B common stock, described above, the holders of a majority of
Class B common stock have the option to convert shares of Class B common stock
into the number of shares of Class A common stock determined by dividing the
value of Centillion LLC by the lower of $1.50 or 88% of the market value of
Class A common stock. During the remainder of such three-year period, the
holders of a majority of Class B common stock have the option to convert shares
of Class B common stock into the number of shares of Class A common stock
determined by dividing the value of Centillion LLC by 88% of the market value of
Class A common stock. After February 11, 2005 and upon the occurrence of any
direct or indirect sale, transfer or conveyance of, or the grant of any pledge
or security interest in, 50% or more of CTIG's equity interest in, or the assets
of, Centillion LLC, or upon the occurrence of any of the foregoing transactions
resulting in CTIG's receipt of more than $7.5 million, shares of Class B common
stock will automatically be converted into the number of shares of Class A
common stock determined by dividing the value of Centillion LLC by the market
value of Class A common stock. The market value of Class A common stock will be
the average of the last reported sale prices on any market or exchange on which
Class A common stock is traded over the period of the most recent twenty
consecutive business days.
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Class B common stock has no preemptive or subscription rights. Class A
common stock has no conversion, preemptive or subscription rights.
The Board of Directors has the authority to declare and pay dividends
on Class A common stock and Class B common stock in equal or unequal amounts.
However, unless otherwise authorized by the vote of at least two-thirds of the
members of the Board of Directors, whenever CTIG pays dividends to the holders
of Class B common stock, CTIG must pay dividends in equal or greater amounts to
the holders of Class A common stock.
In the event of a liquidation, dissolution or winding up of CTIG, the
holders of Class B common stock and Class A common stock will share all of the
assets remaining after the payment of liabilities in the same proportion as the
assets of Centillion LLC bear to the assets of CTIG other than the assets of
Centillion LLC.
There are no redemption or sinking fund provisions applicable to Class
A or Class B common stock. All outstanding shares of Class A and Class B common
stock are fully paid and non-assessable.
The transfer agent and registrar for Class A common stock is American
Stock Transfer & Trust Company and its telephone number is (800) 937-5449.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired.
Not applicable.
(b) Proforma Financial Information.
Not applicable.
(c) Exhibits.
Not applicable
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CTI GROUP (HOLDINGS) INC.
Date: November 13, 2002 By: /s/ Manfred Hanuschek
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Name: Manfred Hanuschek
Title: Chief Financial Officer
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