1
FORM 8-A
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
AIRPORT SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
----------------------------------------------------
Kansas 48-1099142
(State of incorporation or organization) (I.R.S. Employer Identification No.)
11300 West 89th Street, Overland Park, Kansas 66214
(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 - par value $0.01 per share American Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
Securities Act registration statement file number to which this form
relates:
Not applicable
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
-----------------------------------------------------------------
None
(Title of Class)
2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The shares of Common Stock are not subject to redemption and do
not have conversion or preemptive rights or sinking fund
provisions. In the event of a liquidation of the Company, holders
of Common Stock are entitled to receive, pro rata, all net assets
of the Company. The holders of Common Stock are entitled to
receive ratably such dividends, if any, as may be declared from
time to time by the Board of Directors, in its discretion, out of
funds legally available therefor. The terms of the Company's
credit agreement prohibit the Company from paying dividends while
any obligations are outstanding under such agreement. The holders
of Common Stock are entitled to one vote for each share held of
record on each matter submitted to a vote of stockholders.
Classified Board. The Articles of Incorporation ("Articles")
divides the Board of Directors into three classes, as nearly equal
in number as the number of directors permits. Directors in each
class serve succeeding three-year terms. The directors serve
staggered terms, with the term of one class expiring each year.
Kansas law makes specific provision for classification of
directors into a maximum of three classes.
Classification of the Board of Directors may have the effect of
making the removal of incumbent directors more time consuming and
difficult, and, therefore, may have the effect of discouraging an
unsolicited takeover attempt or any attempt to gain control of the
Board of Directors through a proxy solicitation. This
classification provision, however, could make it more difficult to
change the majority of the directors for business reasons
unrelated to a change of control, such as directors
nonperformance. Any vacancy on the Board of Directors may be
filled by vote of a majority of the directors then in office for
the unexpired term of the vacant directorship. The classification
provision of the Articles may be amended or repealed only by the
affirmative vote of the holders of at least 67% of the outstanding
shares of the capital stock of the Company entitled to vote
generally in the election of directors. Under Kansas law, any or
all directors of a nonclassified board may be removed without
cause by the unilateral action of the holders of a majority of the
outstanding voting stock, but a director on the classified board
may be removed under the Articles only for cause upon the vote of
the holders of a majority of the outstanding shares of the capital
stock of the Company entitled to vote generally in the election of
directors. Preventing removal of directors other than for cause
may impede the sudden removal of directors, thereby making it more
difficult to change the composition or take control of the Board
of Directors.
Other Bylaws and Articles Provisions. Under the Bylaws,
stockholders are permitted to call a special meeting of the
stockholders of the Company only by request of the holders of 67%
of the outstanding capital stock entitled to vote generally in the
election of directors. The Articles require the affirmative vote
of not less than 67%
-2-
3
percent of the outstanding shares of the capital stock of the
Company entitled to vote generally in the election of directors
to amend, alter or repeal any provision regarding the number of
and classification of directors and certain other provisions of
the Articles.
Control Share Acquisition Statute. The Kansas General Corporation
Code imposes limitations on the voting rights of shares of capital
stock of a Kansas corporation acquired in a "control share
acquisition." The Kansas statute defines a "control share
acquisition" as one which surpasses the 20%, 33-1/3% or 50% of
outstanding stock levels, and requires a majority stockholder
vote, both including and excluding shares owned by the acquiring
person and officers and employee-directors of the issuing
corporation, to accord voting rights to stock acquired in a
control share acquisition. The statute also requires Kansas
corporations to hold a special meting at the request of an actual
or proposed control share acquiror, generally within 50 days after
a request is made with the submission of an "acquiring person's
statement," but only if the acquiring person gives an undertaking
to pay the corporation's expense in calling a special meeting of
the stockholders. In addition, unless the charter or bylaws
provide otherwise, the statute gives the Kansas corporation,
within certain time limitations, various redemption rights if
there is a stockholder vote on the issue and the grant of voting
rights is not approved, or an "acquiring person's statement" is
not delivered to the Kansas corporation within 10 days following a
control share acquisition. Moreover, unless the charter or bylaws
provides otherwise, the statute provides that if before a control
share acquisition occurs, voting rights are accorded to control
shares which results in the acquiring person having a majority
voting power, then minority stockholders have dissenters' rights.
An acquisition of shares may be exempted from the control share
statute provided that a charter or bylaw provision is adopted for
such purpose prior to the control share acquisition. There are no
such provisions in the Articles or Bylaws of the Company.
ITEM 2. EXHIBITS.
1 Specimen Certificate for Registrant's Common Stock
(incorporated by reference to Exhibit 4.1 filed as part of
Registration Statement No. 333-70970-FW filed by the
Registrant on November 29, 1993).
2 Articles of Incorporation of Airport Systems International,
Inc., as amended, dated September 14, 1994 (incorporated by
reference as Exhibit 3.2 pages 19-55 of the Company's Form
10-KSB filed July 31, 1995 with the Securities and Exchange
Commission).
3 Restated Bylaws of Airport Systems International, Inc.
(incorporated by reference to Exhibit 3.1 filed as part of
Registration Statement 333-70970-FW filed by the Registrant
on November 29, 1993).
-3-
4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
AIRPORT SYSTEMS INTERNATIONAL, INC.
By: /s/ Thomas C. Cargin
----------------------------------
Thomas C. Cargin, Vice President-
Finance and Administration
(Duly authorized representative)
Date: May 26, 1999
-4-