bkti_ex4-1





 







Exhibit 4.1

 



DESCRIPTION OF THE COMMON STOCK OF



BK TECHNOLOGIES CORPORATION



REGISTERED PURSUANT TO SECTION 12 OF



THE SECURITIES EXCHANGE ACT OF 1934

 



The following summarizes the terms and provisions of the common
stock of BK Technologies Corporation, a Nevada corporation (the
“Company”), which common stock is registered under
Section 12(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The following summary does not
purport to be complete and is qualified in its entirety by
reference to the Company’s Articles of Incorporation and
Bylaws, each as amended, which the Company has previously filed
with the Securities and Exchange Commission, and applicable Nevada
law.

 



Authorized Capital Stock

 


The
Company’s authorized capital stock consists of 20,000,000
common shares, par value $0.60 per share (the “Common
Stock”), and 1,000,000 shares of preferred stock, par value
$1.00 per share.

 


Under
Nevada law, stockholders generally are not personally liable for a
corporation’s debts or liabilities.

 



Common Stock

 



Exchange and Trading Symbol

 


The
Common Stock is listed for trading on the NYSE American under the
trading symbol “BKTI.”


 



Rights, Preferences and Privileges


 


All outstanding shares of Common Stock are duly
authorized, fully paid and nonassessable. Holders of Common
Stock have no preemptive, conversion, redemption, subscription or
similar rights, and there are no sinking fund provisions applicable
to the Common Stock. The rights, preferences and privileges of the
holders of Common Stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of
preferred stock that the Company may designate and issue in the
future.


 



Voting Rights


 


Holders
of Common Stock are entitled to one vote for each share held of
record on all matters properly submitted to a vote of the
Company’s stockholders, including the election of directors,
and do not have any cumulative voting rights. Directors are elected by a plurality of the votes
cast by the holders of Common Stock. Except as otherwise required
by law, all other matters brought to a vote of the holders of
Common Stock are determined by a majority of the votes cast and,
except as may be provided with respect to any other outstanding
class or series of the Company’s stock, the holders of shares
of Common Stock possess the exclusive voting
power.


 



Dividends


 


Subject
to preferences that may be applicable to any then outstanding
preferred stock, holders of Common Stock are entitled to receive
dividends, if any, as may be declared from time to time by the
Company’s Board of Directors out of legally available
funds.


 



Liquidation


 


In the
event of the Company’s liquidation, dissolution or winding
up, holders of Common Stock are entitled to share ratably in the
net assets legally available for distribution to the
Company’s stockholders, if any, remaining after the payment
or provision for the payment of all debts and other liabilities of
the Company, subject to the satisfaction of any liquidation
preference granted to the holders of any then outstanding shares of
preferred stock.


 




 

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Preferred Stock


 


The
Company’s Articles of Incorporation authorize the
Company’s Board of Directors, subject to certain limitations
prescribed by law and without further stockholder approval, to
issue from time to time up to an aggregate of 1,000,000 shares of
preferred stock, par value $1.00 per share. The preferred stock may
be issued in one or more series. Each series of preferred stock may
have different designations, rights and preferences and
qualifications, limitations and restrictions that may be
established by the Board of Directors without approval from the
Company’s stockholders, including, without limitation, the
number of shares to be issued in a series, dividend rights and
rates, conversion rights, voting rights, liquidation preferences
and redemption terms.


 



Anti-Takeover Provisions


 



Nevada Law


 


Nevada Business Combination Statute.
The “business combination” provisions of Sections
78.411 to 78.444, inclusive, of the Nevada Revised Statutes
generally prohibit a Nevada corporation with at least 200
stockholders of record from engaging in various “business
combination” transactions with any interested stockholder for
a period of two years after the date that the person first become
an interested stockholder, unless the business combination or the
transaction by which the person first became an interested
stockholder is approved by the corporation’s board of
directors before the person first became an interested stockholder,
or the business combination is approved by the board of directors
and thereafter is approved at a meeting of the corporation’s
stockholders by the affirmative vote of at least 60% of the
outstanding voting power of the corporation held by disinterested
stockholders.


 


Following the
expiration of the two-year period, the corporation is prohibited
from engaging in a “business combination” transaction
with the interested stockholder, unless:


 




●

the business
combination or the transaction by which the person first became an
interested stockholder is approved by the corporation’s board
of directors before the person first became an interested
stockholder;






 




●

the business
combination is approved by a majority of the outstanding voting
power of the corporation held by disinterested stockholders;
or






 




●

the aggregate
amount of the consideration to be received in the business
combination by all of the holders of outstanding common shares of
the corporation not beneficially owned by the interested
stockholder is at least equal to the higher of: (a) the highest
price per share paid by the interested stockholder for any common
shares acquired by the interested stockholder within two years
immediately before the date of the announcement of the business
combination or within two years immediately before, or in the
transaction in which the person became an interested stockholder,
whichever is higher, and (b) the market value per common share on
the date of the announcement of the business combination or on the
date that the person first became an interested stockholder,
whichever is higher.






 


In
general, an “interested stockholder” is any person who
is (i) the direct or indirect beneficial owner of 10% or more of
the voting power of the outstanding voting shares of the
corporation, or (ii) an affiliate or associate of the corporation
and at any time within two years immediately before the date in
question was the direct or indirect beneficial owner of 10% or more
of the voting power of the then outstanding shares of the
corporation.


 


A
“combination” is generally defined to include mergers
or consolidations or any sale, lease exchange, mortgage, pledge,
transfer, or other disposition, in one transaction or a series of
transactions, with an interested stockholder: (a) having an
aggregate market value equal to more than five percent of the
aggregate market value of the consolidated assets of the
corporation, (b) having an aggregate market value equal to more
than five percent of the aggregate market value of all outstanding
shares of the corporation, (c) representing more than ten percent
of the consolidated earning power or net income of the corporation,
and (d) certain other transactions with an interested stockholder
or an affiliate or associate of an interested
stockholder.


 




 

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The
business combination statute could prohibit or delay mergers or
other takeover or change in control attempts and, accordingly, may
discourage attempts to acquire the Company even though such a
transaction may offer the Company’s stockholders the
opportunity to sell their stock at a price above the prevailing
market price.


 


Nevada Control Share Acquisition
Statute. Sections 78.378 to 78.3793, inclusive, of the
Nevada Revised Statutes limit the voting rights of certain acquired
shares in a corporation. This “control share” statute
applies to any acquisition of outstanding voting securities of a
Nevada corporation that has 200 or more stockholders of record (at
least 100 of which are Nevada residents) and conducts business in
Nevada resulting in ownership of the corporation’s then
outstanding voting securities in excess of one of the following
thresholds: (i) one-fifth or more but less than one-third, (ii)
one-third or more but less than a majority, (iii) and a majority or
more. Once an acquirer crosses one of these thresholds by acquiring
a controlling interest in the corporation, the shares which the
acquirer acquired in the transaction taking it over the threshold
and within the 90 days immediately preceding the date when the
acquiring person acquired or offered to acquire a controlling
interest in the corporation become “control shares.”
The acquirer is denied voting rights with respect to the control
shares, unless stockholders representing a majority of the voting
power of the corporation approve the granting of full voting rights
to the control shares.


 


As
permitted under Nevada law, the Company has elected to “opt
out” of the control share statute pursuant to a provision in
its Bylaws.


 



Articles of Incorporation and Bylaws


 


The
Company’s Articles of Incorporation and Bylaws include
anti-takeover provisions that:


 




●

authorize the Board
of Directors, without further action by stockholders, to issue
shares of preferred stock in one or more series, and with respect
to each series, to fix the number of shares constituting that
series and establish the rights and terms of that
series;






 




●

require at least
one-fifth of the outstanding shares of the Company’s stock to
call special meetings;






 




●

establish advance
notice procedures for stockholders to submit nominations of
candidates for election to the board of directors to be brought
before a stockholder meeting;






 




●

allow the
Company’s directors to establish the size of the Board of
Directors and fill vacancies on the Board created by an increase in
the number of directors; and






 




●

provide that the
Bylaws may be amended by the Board of Directors without stockholder
approval.






 


Provisions of the
Articles of Incorporation and Bylaws may delay or discourage
transactions involving an actual or potential change in control of
the Company or change in the Company’s Board of Directors or
management, including transactions in which stockholders might
otherwise receive a premium for their shares or transactions that
stockholders might otherwise deem to be in their best
interests.


 



Authorized and Unissued Shares


 


The
Company’s authorized and unissued shares of Common Stock will
be available for future issuance without stockholder approval. The
Company may use additional shares for a variety of purposes,
including future offerings to raise capital, to fund acquisitions
and as employee and consultant compensation. The existence of
authorized but unissued Common Stock could render more difficult,
or discourage, an attempt to obtain control of the Company by means
of a proxy contest, tender offer, merger or otherwise.


 


The
Company’s Articles of Incorporation authorize the issuance of
1,000,000 shares of “blank check” preferred stock with
such designations, rights and preferences as may be determined from
time to time by the Company’s Board of Directors.
Accordingly, the Board of Directors is empowered, without
stockholder approval, to issue shares of preferred stock with
dividend, liquidation, conversion, voting or other rights that
could adversely affect the value, voting power or other rights of
holders of Common Stock. In addition, the Board of Directors may,
under certain circumstances, issue preferred stock in order to
delay, defer, prevent or make more difficult a change of control
transaction such as a merger, tender offer, business combination or
proxy contest, assumption of control by a holder of a large block
of the Company’s securities or the removal of incumbent
management of the Company, even if those events were favorable to
the interests of the Company’s stockholders. Although the
Company’s Board of Directors has no present intention to
issue any shares of preferred stock, there can be no assurance that
it will not do so in the future.


 


 




 

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