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
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SHARPS
COMPLIANCE CORP.
(Exact
name of Registrant as specified in its
charter)
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Delaware
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74-2657168
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(State
of incorporation or organization)
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(IRS
Employer Identification No.)
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9220
Kirby Drive, Suite 500
Houston,
Texas 77054
(address
of principal executive offices)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to
be so registered
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Name
of each exchange on which each
class
is to be registered
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Common
Stock
$0.01
par value
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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: Not Applicable
Securities
to be registered pursuant to Section 12(g) of the Act: None
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of Registrant’s Securities to be registered.
Authorized
and Outstanding Common Stock
The
Corporation has authority to issue 20,000,000 shares of common stock, $0.01 par
value per share. As of December 31, 2008, there were 12,841,280 outstanding
shares of the Corporation’s common stock.
Voting
Rights
The
holders of the common stock have one vote per share. The Certificate
of Incorporation does not provide for cumulative voting.
Dividends
The Board
of Directors may authorize the payment of dividends on the common stock from
time to time out of any funds legally available therefor. Dividends
may be payable in cash, stock or otherwise.
Other
Rights
In the
event of any liquidation, dissolution or winding up of the affairs of the
Corporation, all holders of common stock shall be entitled to share ratably in
all assets then remaining and subject to distribution to the
stockholders.
Indemnification
Matters
The
Certificate of Incorporation of the Corporation provides that a director shall
not be personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director’s duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) payment of a
dividend or approval of a stock repurchase in violation of Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper benefit. The Bylaws of the Corporation
provide that the Corporation shall indemnify and advance expenses to any and all
persons who may serve or who have served at any time as directors or officers,
or who at the request of the Board of Directors of the Corporation may serve or
at any time have served as directors or officers of another corporation in which
the Corporation at such time owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees and amounts paid in settlement (before or after suit is commenced),
actually and necessarily incurred by such persons in connection with the defense
or settlement of any claim, action, suit or proceedings in which they, or any of
them, are made parties, or a party, or which may be asserted against them or any
of them, are made parties, or a party, or which may be asserted against them or
any of them, by reasons of being or having been directors or officers or a
director or officer of the Corporation, or of such other corporation, except in
relation to matters as to which any such director or officer or former director
or officer or person shall be adjudged in any action, suit or proceeding to be
liable for his own negligence or misconduct in the performance of his
duty. The Bylaws also provide that such indemnification shall be in
addition to any other rights to which those indemnified may be entitled under
any law, by-law, amendment, vote of the stockholders or otherwise.
Provisions
of Delaware Law that Could Delay or Prevent a Change in Control
The
Corporation is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. With some exceptions, this law prohibits
the Corporation from engaging in some types of business combinations with a
person who owns 15% or more of the Corporation’s outstanding voting stock for a
three-year period after that person acquires the stock. A business
combination includes mergers, consolidations, stock sales, assets sales and
other transactions resulting in a financial benefit to the interested
stockholder.
Item
2. Exhibits.
Under the
instructions of Form 8-A relating to exhibits, no exhibits are required to be
filed because no other securities of the Registrant are to be registered on an
exchange on which other securities of the Registrant are registered and the
securities registered hereby are not being registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934.
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.
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SHARPS
COMPLIANCE CORP.
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Date:
March 23, 2009
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By:
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/s/
David P. Tusa
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David
P. Tusa
Executive
Vice President, Chief Financial Officer and Business
Development
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