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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
THINKENGINE NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 20-8058881
(State of incorporation or organization) (I.R.S. Employer
Identification no.)
100 NICKERSON ROAD, MARLBOROUGH, MASSACHUSETTS 01752
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE.
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |_| box. |X|
Securities Act registration statement file number to which this form
relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital stock of ThinkEngine Networks, Inc. (the "Company")
consists of 20,000,000 shares of common stock, par value $0.001 per share (the
"Common Stock").
The discussion set forth below describes the most important terms of our
Common Stock, certificate of incorporation and bylaws as in effect on the date
hereof. Because it is only a summary, this section does not contain all of the
information that may be important to you. For a complete description you should
refer to our certificate of incorporation and amended and restated bylaws,
copies of which are filed as exhibits our Current Reports on Form 8-K filed on
January 4, 2007 and December 17, 2007, respectively.
VOTING RIGHTS. The holders of our Common Stock are entitled to one vote per
share on all matters submitted for action by the stockholders. There is no
provision for cumulative voting with respect to the election of directors.
Accordingly, a holder of more than 50% of the shares of our Common Stock can, if
it so chooses, elect all of our directors. In that event, the holders of the
remaining shares would not be able to elect any directors.
DIVIDEND RIGHTS. All shares of our Common Stock are entitled to share
equally in any dividends our board of directors may declare from legally
available sources.
LIQUIDATION RIGHTS. Upon liquidation or dissolution of the Company, whether
voluntary or involuntary, all shares of our Common Stock are entitled to share
equally in the assets available for distribution to stockholders after payment
of all of our prior obligations.
OTHER MATTERS. The holders of our Common Stock have no preemptive or
conversion rights, and our Common Stock is not subject to further calls or
assessments by us. There are no redemption or sinking fund provisions applicable
to the Common Stock. All outstanding shares of our Common Stock are fully paid
and non-assessable.
CERTAIN ANTI-TAKEOVER PROVISIONS
REQUIREMENTS FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATIONS AND
PROPOSALS. Our bylaws establish advance notice procedures with respect to
stockholder proposals and the nomination of candidates for election as
directors, other than nominations made by or at the direction of the board of
directors or one of its committees.
NO ACTION WITHOUT MEETING EXCEPT BY UNANIMOUS CONSENT. Our certificate of
incorporation and bylaws provide that action required or permitted to be taken
by our stockholders at any special or annual meeting of stockholders must be
effected at a duly called annual or special meeting of stockholders and may not
be taken or effected by a written consent of stockholders in lieu of a duly
called meeting unless by unanimous written consent.
SPECIAL MEETINGS. Our certificate of incorporation provides that, except as
otherwise required by statute, special meetings of the stockholders may only be
called by our board of directors acting pursuant to a resolution approved by the
affirmative vote of a majority of the full board of directors. Only those
matters set forth in the notice of the special meeting may be considered or
acted upon at a special meeting of stockholders.
NO CUMULATIVE VOTING. The Delaware General Corporation Law provides that
stockholders are denied the right to cumulate votes in the election of directors
unless our certificate of incorporation provides otherwise. Our certificate of
incorporation does not provide for cumulative voting of shares.
DELAWARE ANTI-TAKEOVER LAW. We are a Delaware corporation subject to
Section 203 of the Delaware General Corporation Law. In general, Section 203
prohibits an interested shareholder (generally defined as a person who owns 15%
or more of a corporation's outstanding voting stock) from engaging in a business
combination with that corporation for three years following the date he or she
became an interested shareholder.
The three-year moratorium is not applicable when:
(i) prior to the date the shareholder became an interested
shareholder, the board of directors of the corporation approved the
business combination or the transaction that resulted in the
shareholder becoming an interested shareholder,
(ii) upon consummation of the transaction which resulted in the
shareholder becoming an interested shareholder, he or she owned at
least 85% of the outstanding voting stock of the corporation
(excluding shares owned by directors who are also officers of the
corporation and by certain employee stock plans), or
(iii) at or subsequent to such time, the business combination is
approved by the board of directors of the corporation and by the
shareholder affirmative vote at a meeting of shareholders of at least
two-thirds of the outstanding voting stock entitled to vote thereon,
excluding shares owned by the interested shareholder.
These restrictions of Delaware law generally do not apply to business
combinations with an interested shareholder that are proposed subsequent to the
public announcement of, and prior to the consummation or abandonment of, certain
mergers, sales of 50% or more of a corporation's assets or tender offers for 50%
or more of a corporation's voting stock.
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
1. Form of Common Stock Certificate
2. Certificate of Incorporation of the Company (incorporated by reference
to Exhibit 3.1 of Form 8-K filed by the Company with the Securities and Exchange
Commission on January 4, 2007)
3. Amended and Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.1 of Form 8-K filed by the Company with the Securities and Exchange
Commission on December 17, 2007)
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.
THINKENGINE NETWORKS, INC.
Date: March 19, 2008 By: /s/ John Steinkrauss
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John Steinkrauss
Vice President and Chief
Financial Officer