form8a12b.htm
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 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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TECH
/ OPS SEVCON, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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04-2985631
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(State
of Incorporation or Organization)
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(IRS
Employer Identification No.)
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155
Northboro Southborough,
MA
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01772
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class to
be so registered
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Name
of each exchange on which each class is to be
registered
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Common
Stock, $0.10 par value per share
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The
Nasdaq Stock Market LLC
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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), please check the following box. ý
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), please check the following box. ¨
Securities
Act registration statement file number to which this form relates: _______(If
Applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
Explanatory
Note
This Form
8-A is being filed by Tech / Ops Sevcon, Inc., a Delaware corporation (the
“Registrant”) in connection with the transfer of the listing of its shares of
common stock from the American Stock Exchange to the NASDAQ Stock Market
LLC.
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Item 1.
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Description of Registrant’s
Securities to be Registered.
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The
common stock, par value $0.10 per share (the “Common Stock”), is entitled to one
vote per share on all matters submitted to a vote of the
stockholders. The following provisions of the Registrant’s
certificate of incorporation, as amended, or bylaws affect the voting rights of
the holders of Common Stock:
The
holders of the Common Stock are not entitled to take any action by written
consent without a meeting of stockholders, and may not call a special meeting of
stockholders. Any special meeting of stockholders must be called by
the Chairman of the Board of Directors, the President, or a majority of the
Board of Directors. The members of the Board of Directors of the
Registrant are divided into three classes as nearly equal in number as possible,
and the members of one class are elected at each annual meeting to serve a
three-year term. The combined vote of 80% of the holders of the
Common Stock and the holders of any class of stock designated with voting rights
by the Board of Directors is required to effect any business combination of the
Registrant with a beneficial owner of 5% of more of the Registrant’s voting
shares, including, but not limited to any merger or consolidation of the
Registrant, the sale, lease, mortgage or pledge of all or substantially all of
the assets of the Registrant, or any other transaction that would result in the
combination of the assets or business of the Registrant with such
holder. This supermajority voting requirement would not be applicable
if the transaction was approved by the majority of the directors in place before
the date that such other entity became the beneficial owner of 5% of more of the
Registrant’s voting shares.
The
holders of the Common Stock will be entitled to such dividends as declared by
the Board of Directors of the Registrant. Upon liquidation, the
holders of the Common Stock will be entitled to receive their pro rata portion
of the assets of the Registrant available for distribution.
The
rights to receive dividends or distributions upon liquidation, as well as the
ability of the holders of the Common Stock to elect directors, may be adversely
affected by the rights of holders of any class of preferred stock that may be
designated and issued. Under the Registrant’s certificate of
incorporation, the Registrant’s Board of Directors has the authority, without
further action by stockholders, to designate up to 1,000,000 shares, par value
$0.10 per share, of preferred stock in one or more series and to fix the
designations, powers, preferences and restrictions granted to or imposed upon
the preferred stock, including dividend rights, conversion rights, voting
rights, rights and terms of redemption, liquidation preference and sinking fund
terms, any or all of which may be greater than the rights of the Common
Stock.
The
holders of the Common Stock are not entitled to any pre-emptive rights to
subscribe to any new shares of Common Stock or any other class of shares that
may be designated by the Board of Directors.
None.
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.
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TECH
/ OPS SEVCON, INC.
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Date: September
30, 2008
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By:
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/s/ Raymond J. Thibault,
Jr.
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Raymond
J. Thibault, Jr.
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Assistant
Treasurer
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