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
ENGLOBAL CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 88-0322261
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
654 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS 77060-5914
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(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 $0.001 per share 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), 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:
_______________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Explanatory Note
This Registration Statement on Form 8-A of ENGlobal Corporation (the
"Registrant") replaces the Registration Statement on Form 8-A of the Registrant
previously filed with the Securities and Exchange Commission (the "Commission")
on June 11, 1998. The Registrant's Common Stock has been approved for listing
and trading on the NASDAQ Global Market and is expected to begin trading on such
market on December 18, 2007.
Item 1. Description of Registrant's Securities to be Registered.
The following description of the Registrant's Common Stock is a summary only and
is subject to and qualified in its entirety by the Registrant's Restated
Articles of Incorporation, as amended (the "Amended Articles"), and the
Registrant's Amended and Restated Bylaws (the "Bylaws"), and by applicable
provisions of Nevada law. The Amended Articles and the Bylaws are incorporated
herein by reference.
Authorized Capital Stock
The Registrant is authorized to issue 75,000,000 shares of common stock, par
value $0.001 per share ("Common Stock"), and 2,000,000 shares of undesignated
(blank check) preferred stock, par value $0.001 per share ("Preferred Stock").
As of December 17, 2007, there were 27,051.766 shares of Common Stock and no
shares of Preferred Stock issued and outstanding. An additional 3,250,000 shares
of Common Stock have been reserved in accordance with the ENGlobal Corporation
1998 Incentive Plan (the "Plan"), which was approved by the Registrant's
stockholders on June 8, 1998, and subsequently amended by stockholders effective
December 20, 2001, June 6, 2002, June 5, 2003, June 16, 2005, and June 14, 2007.
The 1998 Incentive Plan was amended and restated by the Board of Directors of
the Corporation effective June 8, 2006. As of December 17, 2007, 1,205,640
shares of Common Stock have been issued under the Plan.
Common Stock
Voting. Holders of shares of the Registrant's Common Stock are entitled to one
vote for each share held of record on matters properly submitted to a vote of
the Registrant's stockholders. Stockholders are not entitled to vote
cumulatively for the election of directors.
Dividends. Subject to the dividend rights of the holders of any outstanding
series of Preferred Stock, holders of shares of Common Stock will be entitled to
receive ratably such dividends, if any, when, as, and if declared by the Board
of Directors out of the Registrant's assets or funds legally available for such
dividends or distributions.
Liquidation Rights. In the event of any liquidation, dissolution, or winding up
of the Registrant's affairs, holders of the Registrant's Common Stock would be
entitled to share ratably in the Registrant's assets that are legally available
for distribution to its stockholders. If the Registrant has any Preferred Stock
outstanding at such time, holders of the Preferred Stock may be entitled to
distribution preferences, liquidation preferences, or both. In such case, the
Registrant must pay the applicable distributions to the holders of its Preferred
Stock before it may pay distributions to the holders of Common Stock.
Conversion, Redemption, and Preemptive Rights. Holders of the Registrant's
Common Stock have no preemptive, subscription, redemption or conversion rights.
Preferred Stock
The Registrant's Board of Directors has the authority to approve the issuance of
all or any shares of Preferred Stock in one or more series, to determine the
number of shares constituting any series, and to determine any voting powers,
conversion rights, dividend rights, and other designations, preferences,
limitations, restrictions, and rights relating to such shares without any
further action by the stockholders. The designations, preferences, limitations,
restrictions, and rights of any series of Preferred Stock designated by the
Board of Directors will be set forth in an amendment to the Amended Articles
filed in accordance with Nevada law.
It is likely that the terms and conditions of any Preferred Stock would include
preferences and rights superior to those of the holders of Common Stock. Such
terms might include (1) special voting rights, (2) special conversion rights,
and (3) redemption or other rights that may, among other things, provide the
holders of Preferred Stock with (i) a disproportionate share of earnings
distributed by way of dividends or of the proceeds of a sale or liquidation of
the Registrant, and (ii) disproportionate rights of approval, compared to those
of the holders of Common Stock, with respect to certain kinds of transactions.
Notwithstanding the above, the exact terms of the class or series of Preferred
Stock will be determined by the Board of Directors prior to issuance, without
further action by the stockholders, as permitted by Nevada law, except as may be
required for a particular transaction by applicable law or regulation,
including, but not limited to, the Commission's rules or regulations or the
listing regulations of the NASDAQ Global Market.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock is Computershare
Investor Services, LLC located at 2 North LaSalle Street, Chicago, Illinois
60602.
Item 2. Exhibits.
3.1 Amendment No. 1 to the Restated Articles of Incorporation of
the Registrant, filed with the Nevada Secretary of State on
June 2, 2006 (filed herewith).
3.2 Restated Articles of Incorporation of the Registrant (filed
with the Commission on November 14, 2002, as Exhibit 3.16 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002).
3.3 Amended and Restated Bylaws of the Registrant (filed with the
Commission on October 31, 2005, as Exhibit 4.4 to the
Registrant's Form S-3).
SIGNATURE
Pursuant to the requirements of Section l2 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.
ENGLOBAL CORPORATION
Date: December 17, 2007
By: /s/ Natalie S. Hairston
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Natalie S. Hairston
Chief Governance Officer and Secretary