Attached files
Exhibit 4.1
Description of Registrant’s Securities
Description of Common Stock
The
following description of our Common Stock (as defined below) is
qualified in its entirety by reference to our Restated Articles of
Incorporation (the “Articles of Incorporation”) and our
By-laws (the “Bylaws”), each of which are incorporated
by reference as an exhibit to the Annual Report on Form 10-K of
which this Exhibit 4.1 is a part.
Authorized Capital Shares.
Our
authorized capital shares consist of 25,000,000 shares of common
stock, par value $.10 per share (“Common Stock”) and
5,000,000 shares of preferred stock, par value $1.00 per share
(“Preferred Stock”).
General.
Each
share of Common Stock has the same relative rights as, and is
identical in all respects to, each other share of Common Stock. The
outstanding shares of our Common Stock are fully paid and
nonassessable.
Voting Rights.
Each
share of Common Stock entitles the holder thereof to one vote on
all matters upon which stockholders have the right to vote. Our
Common Stock does not have cumulative voting rights.
Dividend Rights.
No
dividends have ever been paid on the Common Stock. Payment of
dividends on the Common Stock is subject to the rights of the
holders of outstanding shares of Preferred Stock to receive
cumulative dividends, which rights are described in Note 11 to the
Notes to Consolidated Financial Statements in the Annual Report on
Form 10-K of which this Exhibit 4.1 is a part. Payment of dividends
on the Common Stock is also restricted under the terms of the two
indentures (one of which matured on June 1, 1991 and the other on
May 1, 1992) pursuant to which the Company’s outstanding
subordinated convertible debentures were issued, the terms of which
debentures are further described in Note 8 to the Notes to
Consolidated Financial Statements in Annual Report on Form 10-K of
which this Exhibit 4.1 is a part.
No Preemptive or Conversion Rights.
Holders
of shares of our Common Stock do not have preemptive rights to
purchase additional shares of our Common Stock and have no
conversion or redemption rights.
Liquidation Rights.
Subject
to the liquidation preference of the holders of outstanding shares
of Preferred Stock, which preference is described in Note 11 to the
Notes to Consolidated Financial Statements in Annual Report on Form
10-K of which this Exhibit 4.1 is a part, in the event of our
liquidation, dissolution, or winding up, the holders of shares of
our Common Stock shall be entitled to share ratably in any assets
legally available for distribution to holders of capital stock of
the Company.
Trading
There
is no public trading market for the Company’s Common
Stock.