AMENDMENT NO. 1 TO 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
GreenMan Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 71-0724248
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
7 Kimball Lane, Building A, Lynnfield, MA 01940
(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, American Stock Exchange, Inc.
par value $.01 per share
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 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of GreenMan Technologies, Inc. (the
"Corporation") consists of 20,000,000 shares of common stock, $.01 par value per
share (the "Common Stock"), and 1,000,000 shares of preferred stock, par value
$1.00 per share (the "Preferred Stock"). The following description of the
capital stock of the Corporation is qualified in its entirety by reference to
the Corporation's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), and By-Laws (the "By-Laws"), copies of which are incorporated
by reference from documents filed with the Securities and Exchange Commission.
Common Stock
Holders of Common Stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. There are no cumulative voting rights. The
holders of Common Stock have no preemptive rights or rights to convert their
Common Stock into any other securities. The Common Stock is not subject to
redemption. Upon any liquidation, distribution or sale of assets, dissolution or
winding up of the Corporation, the holders of Common Stock are entitled to share
pro rata in the assets of the Corporation available for distribution after
provision for the payment of creditors and subject to the preferential rights of
any then outstanding Preferred Stock. The outstanding shares of Common Stock are
fully paid and nonassessable. There are no restrictions on transferability
contained in the Certificate of Incorporation or By-Laws. Holders of Common
Stock are entitled to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available therefor. Prior to the
effectiveness of this Registration Statement, the Common Stock is traded on the
OTC Bulletin Board. Upon the effectiveness of this Registration Statement, the
Common Stock will be listed on the American Stock Exchange.
Preferred Stock and Class B Preferred Stock
The Corporation's Board of Directors may, without further action of the
Corporation's stockholders, issue up to 1,000,000 shares of Preferred Stock in
one or more classes and one or more series and fix the number of shares
constituting any such class or series. The Board of Directors has designated
320,000 shares of the Preferred Stock as Class B Convertible Preferred Stock,
par value $1.00 per share (the "Class B Preferred Stock"). The Board may fix the
rights and preferences of any class or series of the remaining 680,000 shares of
Preferred Stock, including dividend rights, dividend rates, conversion rights,
voting rights, terms of redemption (including sinking fund provisions), maturity
dates, redemption prices and liquidation preferences). The rights of the holders
of Common Stock will be subject to, and may be adversely affected by, the rights
of holders of any Preferred Stock that may be issued in the future. Issuance of
Preferred Stock could have the effect of making it more difficult for a third
party to acquire, or of discouraging a third party from acquiring, a majority of
the outstanding voting stock of the Corporation.
Certain Charter, By-Law and Statutory Provisions
Certain provisions, described below, of the Certificate of Incorporation,
the By-Laws and Section 203 of the General Corporation Law of the State of
Delaware (discussed below) could have the effect, either alone or in combination
with each other, of delaying, deferring or preventing a change in control of the
Corporation.
The By-Laws provide that special meetings of stockholders may be called
only by the Corporation's Board of Directors, its Chairman of the Board, its
President or the holders of at least 10% of the shares entitled to vote at such
a meeting. Moreover, the business permitted to be conducted at any meeting of
stockholders is limited to matters relating to the purpose or purposes stated in
the notice of meeting and to matters brought before the meeting by the Board of
Directors or the presiding officer of the meeting. Advance notice of stockholder
nominations for directors and any other stockholder proposals to be brought
before meetings of stockholders is required to be given in writing to the
Secretary of the Corporation within the time periods and following the
procedures set forth in the By-Laws.
The Certificate of Incorporation includes a provision eliminating the
liability of its directors to the Corporation or to its stockholders for
monetary damages for breaches of fiduciary duty by such directors, to the extent
permitted by Delaware law. In addition, the Certificate of Incorporation
contains provisions providing for the indemnification of the Corporation's
officers and directors to the maximum extent permitted by Delaware law from
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such persons by reason of their being officers or
directors of the Corporation. The By-Laws provide that the Corporation's
directors may be removed, with or without cause, only with the vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote at
an election of directors, and provides that any director elected by a particular
class or series of stock may be removed without cause only by vote of the
holders of a majority of the outstanding shares of such class or series. These
provisions could have the effect of delaying a change in control of the
Corporation even if the holders of a majority (but less than 66-2/3%) of the
corporation's voting securities desire such a change.
The By-Laws require a vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the shares of capital stock of the Corporation
issued and outstanding and entitled to vote in order to alter, amend or repeal,
or make any new By-Laws inconsistent with, Article I (governing certain rights
of the stockholders of the Corporation, including the rights to call meetings of
stockholders and to make stockholder proposals at meetings) and Article II
(governing the activities of the directors of the Corporation, including the
removal of members of the Board). These supermajority voting provisions for
changes by stockholders affecting Articles I or II of the By-Laws do not affect
the ability of the Corporation's Board of Directors to amend either of such
sections.
Section 203 of Delaware General Corporation Law
Upon the listing of the Corporation's Common Stock on the American Stock
Exchange, the Corporation will be subject to Section 203 of the General
Corporation Law of the State of Delaware ("Section 203"), which generally
prohibits any Delaware corporation that has a class of securities listed on a
national securities exchange or more than 2,000 stockholders of record from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless either (i) the interested stockholder
obtains the approval of the Board of Directors prior to becoming an interested
stockholder, (ii) the interested stockholder owned 85% of the outstanding voting
stock of the corporation (excluding shares held by certain affiliates of the
corporation) at the time he became an interested stockholder or (iii) the
business combination is approved by both the Board of Directors and the holders
of two-thirds of the outstanding voting stock of the corporation (excluding
shares held by the interested stockholder), voting at an annual or special
meeting of the stockholders and not acting by written consent. An "interested
stockholder" generally is a person who, together with affiliates and associates,
owns (or at any time within the prior three years did own) 15% or more of the
corporation's outstanding voting stock. A "business combination" includes
mergers, consolidations, stock sales, asset sales and other transactions
involving the corporation or any direct or indirect majority-owned subsidiary of
the corporation that results in a financial benefit to the interested
stockholder.
This need to acquire consent of the Corporation's Board of Directors
and/or stockholders for Section 203 purposes imposes a substantial burden on a
potential acquiror and could therefore act as an anti-takeover device.
Item 2. Exhibits.
1. Certificate of Incorporation, as amended, of the Registrant (filed
as Exhibit 3.1 to the Registrant's Form 10-KSB for the Fiscal Year
Ended September 30, 2001 (Commission File Number 1-13776) and
incorporated herein by reference).
2. By-Laws of the Registrant (filed as an Exhibit to the Registrant's
Registration Statement on Form SB-2 (Commission File Number
33-86138) and incorporated herein by reference).
3. Specimen Common Stock Certificate (filed as an Exhibit to the
Registrant's Registration Statement on Form SB-2 (Commission File
Number 33-86138) and incorporated herein by reference).
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.
September 19, 2002 GREENMAN TECHNOLOGIES, INC.
By: /s/ Charles E. Coppa
Charles E. Coppa
Chief Financial Officer