<DOCUMENT>
<TYPE>8-A12B
<SEQUENCE>1
<FILENAME>h11521e8va12b.txt
<DESCRIPTION>FORM 8-A12B
<TEXT>
<PAGE>
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
I-Sector Corporation
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(Exact name of registrant as specified in its charter)
Delaware 76-0515249
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
6401 Southwest Freeway
Houston, TX 77074
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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 to be so registered Name of each exchange on which each
class is to be registered
Common Stock, $.01 par value American Stock Exchange
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:
None
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant's authorized capital stock consists of 15,000,00 shares
of common stock, $.01 par value (the "Common Stock"), and 5,000,000 shares of
preferred stock, $.01 par value (the "Preferred Stock"). Each holder of record
of Common Stock is entitled to one vote for each outstanding share of Common
Stock owned by such holder. Holders of Common Stock have no preemptive,
subscription, redemption, or conversion rights. Holders of Common Stock are
entitled to receive dividends, subject to the senior rights of preferred
stockholders, if any, when, as and if declared by the Board and to share ratably
in the event of the liquidation, dissolution or winding up of the Registrant.
<PAGE>
The Board of the Registrant, without any action by the stockholders of
the Registrant, is authorized to issue up to 5,000,000 shares of Preferred Stock
in one or more series and to determine the voting rights (including the right to
vote as a series on particular matters), preferences as to dividends and in
liquidation and the conversion and other rights of each such series. As of
December 23, 2003, the Registrant has no issued or outstanding shares of
Preferred Stock.
Although the Board has no intention at the present time of doing so, it
could issue a series of Preferred Stock that could, depending on the terms of
such series, provide for a liquidation preference over the Common Stock or
impede the completion of a merger, tender offer, or takeover attempt. The Board,
in so acting, could issue Preferred Stock having terms that discourage an
acquisition attempt through which an acquiror may be otherwise able to change
the composition of the Board, including a tender or exchange offer or other
transaction that some, or a majority, of the Registrant's shareholders might
believe to be in their best interest.
CERTAIN ANTI-TAKEOVER PROVISIONS
The Registrant's Certificate of Incorporation and Bylaws contain a
number of provisions that could make its acquisition by means of a tender or
exchange offer, a proxy contest or otherwise more difficult. These provisions
are summarized below.
Removal of Directors. The Registrant's Certificate of Incorporation
provides that its directors may only be removed for cause and only by the
affirmative vote of the holders of two-thirds or more of the voting power of all
of the then outstanding shares of capital stock entitled to vote generally in
the election of directors, voting together as a single class. For purposes of
director removal, cause means conviction of a felony involving moral turpitude,
proof beyond a reasonable doubt that a director has committed grossly negligent
or willful misconduct resulting in a material detriment or commission of a
material breach of fiduciary duty to the company resulting in a material
detriment.
Advance Notice Provisions for Certain Stockholder Actions. The
Registrant's Bylaws establish an advance notice procedure with regard to the
nomination, other than by or at the direction of the Board or a committee
thereof, of candidates for election as directors and with regard to certain
matters to be brought before an annual meeting of stockholders. The advance
notice procedures generally require that a stockholder give prior written
notice, in proper form, to the Registrant's Secretary; the requirements as to
the form and timing of such notices are specified in the Bylaws. If it is
determined that such advance notice procedures were not complied with, a
nomination could be precluded or certain business may not be conducted at the
meeting.
Although the Registrant's Bylaws do not give the Board the power to
approve or disapprove stockholder nominations for the election of directors or
of any other business desired by stockholders to be conducted at an annual or
any other meeting, the Bylaws may have the effect of precluding a nomination for
the election of directors or precluding the conduct of business at a particular
annual meeting if the proper procedures are not followed, or discouraging or
deterring a third party from conducting a solicitation of proxies to elect its
own slate of directors or otherwise attempting to obtain control, even if the
conduct of such solicitation or such attempt might be beneficial to its
stockholders.
No Stockholder Action by Written Consent; Special Meetings. The
Registrant's Certificate of Incorporation provides that stockholder action can
be taken only at an annual or special meeting of stockholders and prohibits
stockholder action by written consent in lieu of a meeting. Its Certificate of
Incorporation and Bylaws provide that special meetings of stockholders can be
called only by the Chairman of the Board, the Chief Executive Officer, the
President or the Board by the written order of a majority of directors, or upon
a written request of stockholders owning two-thirds or more of the Registrant's
issued and outstanding capital stock and entitled to vote, stating the purpose
of such meeting and delivered to the Chairman of the Board, Chief Executive
Officer, the President or the Secretary. Accordingly, holders of a significant
percentage of the Registrant's outstanding capital stock may not be able to
request a special meeting of stockholders.
Amendment of Certain Provisions of the Certificate of Incorporation and
Bylaws. Under the Delaware General Corporation Law, the stockholders have the
right to adopt, amend or repeal the Registrant's Bylaws and with the approval of
the Board, the Certificate of Incorporation. The Registrant's Certificate of
Incorporation provides that the affirmative vote of at least two-thirds of the
voting power of the then outstanding shares of voting
2
<PAGE>
stock, voting together as a single class and in addition to any other vote
required by its Certificate of Incorporation or Bylaws, is required to amend
provisions of the Certificate of Incorporation or Bylaws relating to:
o the prohibition of stockholder action without a meeting;
o the restriction of stockholders calling a special meeting;
o the number, election and term of directors; or
o the removal of directors.
The vote of a majority of the voting power of the then outstanding
shares of voting stock is required to amend all other provisions of the
Registrant's Certificate of Incorporation. Its Certificate of Incorporation
further provides that its Bylaws may otherwise be amended by the Board or by the
affirmative vote of at least a majority of the voting power of the then
outstanding shares of its voting stock, voting together as a single class. These
supermajority voting requirements will have the effect of making more difficult
any amendment by the stockholders of the Bylaws or the provisions of the
Certificate of Incorporation described above.
Anti-Takeover Legislation. As a Delaware corporation, the Registrant is
subject to Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits a corporation from engaging in a "business combination"
(as defined therein) with an "interested stockholder" (defined generally as a
person owning 15% or more of a corporation's outstanding voting stock) for three
years following the time such person became an interested stockholder unless:
o before such person became an interested stockholder, the board
of directors of the corporation approved the transaction in
which the interested stockholder became an interested
stockholder or approved the business combination;
o upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced
(excluding stock held by directors who are also officers of
the corporation and by employee stock plans that do not
provide employees with the rights to determine confidentially
whether shares held subject to the plan will be tendered in a
tender or exchange offer); or
o following the transaction in which such person became an
interested stockholder, the business combination is approved
by the board of directors of the corporation and authorized at
a meeting of the stockholders by the affirmative vote of the
holders of two-thirds of the outstanding voting stock of the
corporation not owned by the interested stockholder.
Under Section 203, the restrictions described above also do not apply
to certain business combinations proposed by an interested stockholder following
the announcement or notification of one of certain extraordinary transactions
involving the corporation and a person who had not been an interested
stockholder during the previous three years or who became an interested
stockholder with the approval of a majority of the corporation's directors, if
such extraordinary transaction is approved or not opposed by a majority of the
directors who were directors prior to any person becoming an interested
stockholder during the previous three years or were recommended for election or
elected to succeed such directors by a majority of such directors.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this registration statement:
3.1 Certificate of Incorporation of the Registrant (1)
3.2 Amendment to the Certificate of Incorporation (1)
3
<PAGE>
* 3.3 Amendment to the Certificate of Incorporation
* 3.4 Amendment to the Certificate of Incorporation
3.5 Amended and Restated By-Laws of the Registrant (1)
4.1 Specimen Stock Certificate for Registrant's Common Stock (1)
----------
* Filed herewith
(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (SEC File No. 333-09789)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
(Registrant) I-Sector Corporation
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Date December 23, 2003
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By /s/ James H. Long
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James H. Long
President, Chief Executive Officer, and Chairman of the Board
4
<PAGE>
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 Certificate of Incorporation of the Registrant (1)
3.2 Amendment to the Certificate of Incorporation (1)
* 3.3 Amendment to the Certificate of Incorporation
* 3.4 Amendment to the Certificate of Incorporation
3.5 Amended and Restated By-Laws of the Registrant (1)
4.1 Specimen Stock Certificate for Registrant's Common Stock (1)
</Table>
----------
* Filed herewith
(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (SEC File No. 333-09789)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>3
<FILENAME>h11521exv3w3.txt
<DESCRIPTION>AMENDMENT TO THE CERTIFICATE OF INCORPORATION
<TEXT>
<PAGE>
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ALLSTAR SYSTEMS, INC.
Allstar Systems, Inc., a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:
FIRST: The amendment to the Corporation's Certificate of Incorporation
set forth below was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
SECOND: That a meeting of the Board of Directors of the Corporation was
duly called and held at which meeting the Board of Directors adopted a
resolution proposing and declaring the advisability of the amendment set forth
below.
THIRD: That subsequently the 1998 annual meeting of the stockholders of
the Corporation was duly called and held, upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware, at which meeting
the necessary number of shares as required by statute were voted in favor of the
amendment.
FOURTH: The first paragraph of Article IV of the Corporation's
Certificate of Incorporation is amended to read in its entirety as follows:
ARTICLE IV
AUTHORIZED CAPITAL STOCK
The amount of authorized capital stock of the Corporation is
15,000,000 shares of common stock, par value $.01 per share ("Common
Stock"), and 5,000,000 shares of preferred stock, par value $.01 per
share (the "Preferred Stock").
IN WITNESS WHEREOF, Allstar Systems, Inc. has caused this Certificate
to be executed by James H. Long, its authorized officer, on this 5th day of
March, 1999.
ALLSTAR SYSTEMS, INC.
By: /s/ JAMES H. LONG
--------------------------------------
James H. Long, Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>4
<FILENAME>h11521exv3w4.txt
<DESCRIPTION>AMENDMENT TO THE CERTIFICATE OF INCORPORATION
<TEXT>
<PAGE>
EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ALLSTAR SYSTEMS, INC.
PURSUANT to the provisions of Sections 141, 222 and 242 of the Delaware
General Corporation Law (the "DGCL"), Allstar Systems, Inc., a corporation duly
organized and existing under the DGCL (the "Corporation"), does hereby certify
that:
I. The Board of Directors of the Corporation (the "Board"), by
the unanimous written consent of its members filed with the
minutes of the Board, adopted a resolution proposing and
declaring advisable an amendment to the Certificate of
Incorporation of the Corporation (the "Amendment").
II. Thereafter, the Amendment set forth below was duly adopted by
the stockholders of the Corporation in accordance with Section
242 of the DGCL at an annual meeting of stockholders.
III. Article 1 of the Certificate of Incorporation of the
Corporation is deleted and replaced in its entirety as
follows:
"ARTICLE 1
NAME
The name of the corporation is I-Sector Corporation (the
"Corporation")."
IV. That this Certificate of Amendment shall be effective on July
12, 2000 at 9:00 a.m. Eastern Daylight Savings Time.
IN WITNESS WHEREOF Allstar Systems, Inc. has caused this certificate to
be executed by Donald R. Chadwick, its authorized officer, on this 10th day of
July 2000.
ALLSTAR SYSTEMS, INC.
By: /s/ DONALD R. CHADWICK
--------------------------------
Donald R. Chadwick
Secretary
</TEXT>
</DOCUMENT>