DESCRIPTION OF THE REGISTRANTS SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
Vicor Corporation (Vicor or the Company) has two classes of common stock outstanding: shares of Common Stock, par value $0.01 per share (Common Stock), which are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and listed on The NASDAQ Stock Market LLC under the ticker symbol VICR, and shares of our Class B Common Stock, par value $0.01 per share (Class B Common Stock), which are not subject to registration pursuant to Section 12 of the Exchange Act and are not listed on any exchange.
Description of Capital Stock
The following description of our capital stock is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Restated Certificate of Incorporation, as amended (the Certificate of Incorporation), and our By-Laws, as amended (the By-Laws), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part. We encourage you to read our Certificate of Incorporation, our By-Laws and the applicable provisions of the Delaware General Corporation Law for additional information.
Authorized Shares of Capital Stock
Our authorized capital stock consists of 77,000,000 shares, of which 62,000,000 are designated as Common Stock, 14,000,000 are designated as Class B Common Stock, and 1,000,000 are designated as Preferred Stock, par value $0.01 per share (Preferred Stock). Of the Preferred Stock, 175,000 shares were designated as Series A Convertible Preferred Stock (the Series A Preferred), 110,000 shares were designated as Series B Convertible Preferred Stock (the Series B Preferred) and 75,001 shares were designated as Series C Convertible Preferred Stock (the Series C Preferred and, together with the Series A Preferred and the Series B Preferred, collectively, the Designated Preferred Stock).
As of December 31, 2019, 28,768,252 shares of Common Stock, 11,758,218 shares of Class B Common Stock, and no shares of Preferred Stock were outstanding.
Outstanding Shares. As of December 31, 2019, 28,768,252 shares of Common Stock were outstanding.
A share of Class B Common Stock is convertible into one share of Common Stock in certain circumstances, as described below under Class B Common Stock.
Voting Rights. Each holder of Common Stock is entitled to one vote for each share held on matters submitted to a vote of stockholders. Holders of shares of Common Stock and holders of shares of Class B Common Stock vote together as a single class on all matters lawfully submitted to a vote of stockholders, except as otherwise required by law and except as otherwise provided in our Certificate of Incorporation. See Class B Common Stock and Preferred Stock below for a discussion of certain circumstances under which holders of shares of Common Stock and holders of shares of Class B Common Stock do not vote together as a single class.
The provisions of Articles Fourth and Ninth of our Certificate of Incorporation (which address the rights of the Companys capital stock and amendments to the Certificate of Incorporation) may not be modified, revised, altered, amended, repealed or rescinded, except by the affirmative vote of the holders of a majority in interest of each class of the Companys outstanding capital stock entitled to vote generally in the election of the directors, voting as separate classes.
Our Certificate of Incorporation does not provide for cumulative voting for the election of directors.
Dividends. Subject to preferences that may apply to any outstanding shares of Preferred Stock, dividends may be declared by the Board of Directors upon and paid to the holders of Common Stock and Class B Common Stock out of funds legally available therefor. Such dividends, when, as and if declared and paid, shall be so declared and paid to such holders pro rata according to the number of shares of Common Stock and Class B Common Stock held by each such holder (with the number of shares of outstanding Common Stock and Class B Common Stock being aggregated and considered a single class for this purpose). No dividend or other distribution may be declared upon the Common Stock, whether payable in cash or in shares of Common Stock or otherwise, unless a comparable dividend shall be declared upon the Class B Common Stock and vice versa. If the dividend declared upon the