UNITED STATES
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 OF 1934
CPS TECHNOLOGIES
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
04-2832509 |
(State or other jurisdiction of incorporation)
|
|
(IRS Employer Identification No.) |
111 South Worcester Street, Norton, Massachusetts |
02766 |
(Address of principal executive offices) |
(Zip Code) |
|
|
Registrant’s telephone number, including area code |
508-222-0614 |
|
|
|
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Name
of each exchange on which each |
to
be so registered |
|
class is to be registered |
Common Shares, par value $.01 per share |
|
The NASDAQ Stock Market LLC |
|
|
|
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: N/A
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
Common Stock
The securities being registered consist of the common stock, par value $0.01 per share, of CPS Technologies Corporation (the “Company”).
Stockholders are entitled to one vote for each share of common stock held of record on all matters submitted to a vote of the
Company’s shareholders. At meetings at which action is to be taken, the presence in person or by proxy of the holders
of a majority of the shares of capital stock issued and outstanding and entitled to vote is required to constitute a quorum.
Except as otherwise provided by law, the Certificate of Incorporation or the By-laws of the Company, all action approved by the
affirmative vote of the holders of a majority of the shares of capital stock present or represented and voting on such matter
at any meeting at which a quorum is present shall be valid and binding upon the Company, although directors are elected by a plurality
of the votes cast by stockholders entitled to vote on the election of directors.
Holders
of the Company’s common stock are entitled to receive ratably such dividends, if any, as and when declared by the Board
of Directors out of funds legally available therefor, subject to the prior and superior dividend rights, if any, of any then-outstanding
preferred stock. Upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of
common stock are entitled to receive ratably the net assets of the Company available after the payment of all debts and liabilities
and subject to the prior and superior rights, if any, of any then-outstanding preferred stock.
Holders
of the Company’s common stock are not entitled to pre-emptive rights or any rights of conversion or redemption. The
rights, preferences and privileges of holders of the common stock may be subject, and may be adversely affected by, the rights
of holders of shares of any series or class of preferred stock that the Company may designate and issue in the future, if any.
Change
of Control
Article FIFTH of the Company’s Restated Certificate of Incorporation provides that stockholders of the Company may not take
any action by written consent in lieu of a meeting. Article FIFTH further provides that notwithstanding any other provision
of law or the organizational documents of the Company, and notwithstanding the fact that a lesser percentage may be specified
by law, the affirmative vote of the holders of at least eighty percent (80.0%) of the votes which all stockholders would be entitled
to cast at any annual election of directors or class of directors shall be required to amend or repeal, or adopt any provision
inconsistent with, such Article.
In addition, Article TENTH of the Company’s Restated Certificate of Incorporation states that in addition to any affirmative
vote required by law or the Company’s organizational documents, and except as otherwise provided in such Article TENTH,
any “Business Combination” (as defined therein) shall require the affirmative vote of the holders of at least eighty
percent (80.0%) of the votes which all stockholders would be entitled to cast at any annual election of directors. Business
Combination is defined to include:
·
Any merger or consolidation of the Company or any subsidiary with any interested stockholder or any other corporation (whether
or not itself an interested stockholder) which is, or after such merger or consolidation would be, an affiliate or associate of
an interested stockholder; or
·
Any sale, lease, exchange, mortgage, pledge, transfer or other disposition to or with any interested stockholder or any affiliate
or associate thereof of all or a substantial part of the assets of the Company or any subsidiary; or
·
The issuance, exchange or transfer by the Company or any subsidiary of any securities to any interested stockholder or any affiliate
or associate thereof in exchange for consideration having a fair market value equal to or in excess of a substantial part of the
assets of the Company; or
·
The adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of any interested
stockholder or any affiliate or associate thereof; or
·
Any reclassification of securities or recapitalization of the Company, or any merger or consolidation of the Company with any
of its subsidiaries or other transaction which has the effect, directly or indirectly, of increasing the proportionate share of
the outstanding shares of any class of equity or convertible securities of the Company or any subsidiary which is directly or
indirectly owned by any interested stockholder or any affiliate or associate thereof; or
·
Any agreement, contract or arrangement with any interested stockholder providing for any of the foregoing.
An
interested stockholder is any person, with certain exceptions, who or which is the beneficial owner (or was within the prior two-year
period), directly or indirectly, of shares of the Company having more than ten percent (10.0%) of the voting power of the then-outstanding
voting stock of the Company, or is at any time an assignee or otherwise succeeded to the beneficial ownership of any shares of
voting stock which were at any time within the prior two-year period beneficially owned by an interested stockholder. Such
affirmative vote is required notwithstanding the fact that no vote may be required or that a lesser percentage may be specified
by law or in any agreement with any national securities exchange or otherwise. In order to amend Article TENTH relating
to the voting requirements surrounding Business Combinations with interested stockholders, the affirmative vote of the holders
of at least eighty percent (80%) of the votes which all stockholders would be entitled to cast at any annual election of directors
or class of directors shall be required to amend or repeal, or adopt any provision inconsistent with, such Article.
These provisions may have the effect of delaying or preventing a change of control of the Company by requiring the expense and
delay of a meeting of stockholders, and requiring stockholders representing a super-majority of votes to approve any such transaction
with an interested stockholder.
Item 2.
Exhibits.
None
SIGNATURE
Pursuant to the requirements of the section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CPS Technologies Corporation
(Registrant) |
Date: January 13, 2015 |
/s/ Ralph M.
Norwood Ralph M. Norwood Chief Financial Officer
|
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