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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/12/20 Intevac Inc 10-K 12/28/19 114:9.8M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 703K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 41K
3: EX-21.1 Subsidiaries List HTML 33K
4: EX-23.1 Consent of Experts or Counsel HTML 34K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
101: R1 Cover Page HTML 88K
56: R2 Consolidated Balance Sheets HTML 127K
22: R3 Consolidated Balance Sheets (Parenthetical) HTML 60K
84: R4 Consolidated Statements of Income HTML 99K
102: R5 Consolidated Statements of Comprehensive Income HTML 61K
58: R6 Consolidated Statements of Stockholders' Equity HTML 93K
23: R7 Consolidated Statements of Cash Flows HTML 125K
88: R8 Summary of Significant Accounting Policies HTML 167K
100: R9 Revenue HTML 163K
51: R10 Equity-Based Compensation HTML 114K
37: R11 Earnings Per Share HTML 55K
74: R12 Concentrations HTML 52K
111: R13 Balance Sheet Details HTML 100K
50: R14 Purchased Intangible Assets, Net HTML 62K
36: R15 Contingent Consideration HTML 44K
73: R16 Financial Instruments HTML 176K
110: R17 Equity HTML 43K
49: R18 Income Taxes HTML 131K
38: R19 Employee Benefit Plans HTML 35K
79: R20 Commitments and Contingencies HTML 91K
92: R21 Segment and Geographic Information HTML 121K
53: R22 Restructuring Charges HTML 42K
16: R23 Related Party Transaction HTML 35K
78: R24 Summary of Significant Accounting Policies HTML 228K
(Policies)
91: R25 Summary of Significant Accounting Policies HTML 125K
(Tables)
52: R26 Revenue (Tables) HTML 157K
15: R27 Equity-Based Compensation (Tables) HTML 116K
80: R28 Earnings Per Share (Tables) HTML 58K
90: R29 Concentrations (Tables) HTML 52K
112: R30 Balance Sheet Details (Tables) HTML 109K
76: R31 Purchased Intangible Assets, Net (Tables) HTML 64K
34: R32 Contingent Consideration (Tables) HTML 43K
47: R33 Financial Instruments (Tables) HTML 180K
113: R34 Equity (Tables) HTML 41K
77: R35 Income Taxes (Tables) HTML 128K
35: R36 Commitments and Contingencies (Tables) HTML 90K
48: R37 Segment and Geographic Information (Tables) HTML 124K
114: R38 Restructuring Charges (Tables) HTML 42K
75: R39 Summary of Significant Accounting Policies - HTML 72K
Additional Information (Detail)
93: R40 Summary of Significant Accounting Policies - HTML 99K
Effect of Changes in Balance Sheet Due to Adoption
of New Revenue Standard (Detail)
82: R41 Summary of Significant Accounting Policies - HTML 54K
Changes in Accumulated Other Comprehensive Income
by Component (Detail)
24: R42 Revenue -Disaggregation of Revenue from Contracts HTML 73K
with Customers (Detail)
64: R43 Revenue - Primary Geography Markets (Detail) HTML 62K
94: R44 Revenue - Changes in Contract Assets and Contract HTML 66K
Liabilities (Detail)
83: R45 Revenue - Additional Information (Detail) HTML 61K
25: R46 Revenue - Additional Information (Detail 1) HTML 37K
65: R47 Equity-Based Compensation - Additional information HTML 88K
(Detail)
95: R48 Equity-Based Compensation - Effect of Recording HTML 42K
Equity-Based Compensation (Detail)
81: R49 Equity-Based Compensation - Weighted-Average Fair HTML 52K
Value of Stock Options and Employee Stock Purchase
Rights using Weighted-Average Assumptions (Detail)
67: R50 Equity-Based Compensation - Weighted-Average Fair HTML 47K
Value of Performance Stock Options Using
Weighted-Average Assumptions (Detail)
105: R51 Equity-Based Compensation - Option Activity and HTML 76K
Changes (Detail)
46: R52 Equity-Based Compensation - Summary of Restricted HTML 70K
Stock Units Activity (Detail)
33: R53 Equity-Based Compensation - Employee Stock HTML 40K
Purchase Plan Activities (Detail)
66: R54 Earnings Per Share - Computation of Basic and HTML 56K
Diluted Net Income Per Share (Detail)
104: R55 Earnings Per Share - Antidilutive Securities HTML 43K
Excluded from Computation of Diluted Net Income
Per Share (Detail)
45: R56 Concentrations - Customers That Accounted for at HTML 48K
Least ten percent of Consolidated Net Revenue
(Detail)
32: R57 Concentrations - Customers That Accounted for at HTML 45K
Least Ten percent of Accounts Receivable (Detail)
68: R58 Balance Sheet Details - Trade and Other Accounts HTML 47K
Receivable, Net (Detail)
103: R59 Balance Sheet Details - Inventories Stated at HTML 44K
Lower of Average Cost or Net Realizable Value
(Detail)
63: R60 Balance Sheet Details - Property, Plant and HTML 47K
Equipment (Detail)
20: R61 Balance Sheet Details - Deferred Income Taxes and HTML 43K
Other Long-Term Assets (Detail)
89: R62 Balance Sheet Details - Additional Information HTML 35K
(Detail)
99: R63 Balance Sheet Details - Other Accrued Liabilities HTML 57K
(Detail)
60: R64 Balance Sheet Details - Other Long-Term HTML 45K
Liabilities (Detail)
17: R65 Purchased Intangible Assets, Net - Information HTML 51K
Regarding Other Acquisition Related Intangible
Assets (Detail)
85: R66 Purchased Intangible Assets - Additional HTML 43K
Information (Detail)
96: R67 Purchased Intangible Assets - Future Amortization HTML 35K
Expense (Detail)
57: R68 Contingent Consideration - Additional Information HTML 40K
(Detail)
21: R69 Contingent Consideration - Reconciliation of HTML 40K
Change in Fair Value Measurement of Contingent
Consideration Liability (Detail)
28: R70 Financial Instruments - Cash, Cash Equivalents and HTML 83K
Short-Term Investments and Long-Term Investments
(Detail)
39: R71 Financial Instruments - Contractual Maturities of HTML 50K
Available-For-Sale Securities (Detail)
106: R72 Financial Instruments - Fair Value Hierarchy of HTML 59K
Available-for-Sale Securities Measured at Fair
Value on Recurring Basis (Detail)
69: R73 Financial Instruments - Summary of Outstanding HTML 43K
Derivative Instruments on Gross Basis as Recorded
in Consolidated Balance Sheets (Detail)
31: R74 Equity - Additional Information (Detail) HTML 38K
42: R75 Equity - Schedule of Stock Repurchases (Detail) HTML 41K
109: R76 Income Taxes - Provision for (Benefit from) Income HTML 67K
Taxes (Detail)
72: R77 Income Taxes - Income (Loss) Before Income Taxes HTML 45K
(Detail)
26: R78 Income Taxes - Significant Components of Deferred HTML 81K
Tax Assets (Detail)
43: R79 Income Taxes - Additional Information (Detail) HTML 88K
29: R80 Income Taxes - Difference Between Tax Provision at HTML 63K
Statutory Federal Income Tax Rate and Tax
Provision (Detail)
40: R81 Income Taxes - Aggregate Changes in Balance of HTML 43K
Gross Unrecognized Tax benefits (Detail)
107: R82 Employee Benefit Plans - Additional Information HTML 38K
(Detail)
70: R83 Commitments and Contingencies - Additional HTML 45K
Information (Detail)
30: R84 Commitments and Contingencies - Schedule of Lease HTML 42K
Assets and Lease Liabilities (Detail)
41: R85 Commitments and Contingencies - Lease Costs HTML 40K
(Details)
108: R86 Commitments and Contingencies - Schedule of HTML 50K
Maturity of Operating Lease Liabilities (Detail)
71: R87 Commitments and Contingencies - Schedule of Lease HTML 37K
Term and Discount Rate (Detail)
27: R88 Commitments and Contingencies - Schedule of HTML 37K
Supplemental Cash Flow Information Related to
Leases (Detail)
44: R89 Commitments and Contingencies - Activity in HTML 43K
Warranty Provisions Account (Detail)
62: R90 Segment and Geographic Information - Additional HTML 36K
Information (Detail)
19: R91 Segment and Geographic Information - Information HTML 59K
for Each Reportable Segment (Detail)
87: R92 Segment and Geographic Information - Depreciation HTML 44K
and Amortization (Detail)
98: R93 Segment and Geographic Information - Capital HTML 44K
Additions (Detail)
61: R94 Segment and Geographic Information - Assets for HTML 61K
Each Reportable Segment (Detail)
18: R95 Segment and Geographic Information - Net Property, HTML 41K
Plant and Equipment by Geographic Region (Detail)
86: R96 Restructuring Charges - Additional Information HTML 36K
(Detail)
97: R97 Restructuring Charges - Changes in Restructuring HTML 40K
Reserves (Detail)
55: R98 Related Party Transaction - Additional Information HTML 34K
(Detail)
59: XML IDEA XML File -- Filing Summary XML 212K
54: EXCEL IDEA Workbook of Financial Reports XLSX 113K
8: EX-101.INS XBRL Instance -- ivac-20191228 XML 3.23M
10: EX-101.CAL XBRL Calculations -- ivac-20191228_cal XML 212K
11: EX-101.DEF XBRL Definitions -- ivac-20191228_def XML 1.20M
12: EX-101.LAB XBRL Labels -- ivac-20191228_lab XML 1.62M
13: EX-101.PRE XBRL Presentations -- ivac-20191228_pre XML 1.41M
9: EX-101.SCH XBRL Schema -- ivac-20191228 XSD 227K
14: ZIP XBRL Zipped Folder -- 0001193125-20-033196-xbrl Zip 240K
| EX-4.1 |
Exhibit 4.1
DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
DESCRIPTION OF COMMON STOCK
The following description of the Common Stock, par value $0.001 per share (“Common Stock”) of Intevac, Inc. (the “Company”) is based upon the Company’s certificate of incorporation as currently in effect (the “Certificate of Incorporation”), the Company’s Amended and Restated Bylaws (the “Bylaws”) and applicable provisions of law. We have summarized certain portions of the Certificate of Incorporation and Bylaws below. The summary is not complete and is subject to, and is qualified in its entirety by express reference to, the provisions of the Company’s Certificate of Incorporation and Bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part.
Authorized Capital Stock
Under the Certificate of Incorporation, the Company’s authorized capital stock consists of 50,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”).
Common Stock
Common Stock Outstanding. The outstanding shares of the Common Stock are duly authorized, validly issued, fully paid and nonassessable.
Voting Rights. Each holder of shares of Common Stock is entitled to one vote for each share held of record on the applicable record date on all matters submitted to a vote of stockholders.
Dividend Rights. Subject to any preferential dividend rights granted to the holders of any shares of the Preferred Stock that may at the time be outstanding, holders of the Common Stock are entitled to receive dividends when, as and if declared from time to time by the Company’s board of directors out of funds legally available therefor.
Rights upon Liquidation. Subject to any preferential liquidation rights granted to the holders of any shares of the Preferred Stock that may at the time be outstanding, holders of the Common Stock are entitled to share pro rata, upon any liquidation or dissolution of the Company, in all remaining assets available for distribution to stockholders after payment of or provision for the Company’s liabilities.
Other Rights. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of the 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.
Preferred Stock
Under the Certificate of Incorporation, without further stockholder action, the Company’s board of directors is authorized, subject to any limitations prescribed by the law of the State of Delaware, to determine the designation and to fix the number of shares of any series of the undesignated Preferred Stock, and to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of undesignated Preferred Stock, including provisions with respect to dividends, liquidation, conversion, full, limited, or no voting powers, redemption and other rights and is further authorized to increase or decrease (but not below the number of shares of that series then outstanding) the number of shares of that series subsequent to the issue of shares of that series.
Certain Provisions of the Certificate of Incorporation and Bylaws
Provisions of the Certificate of Incorporation and Bylaws may have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of the Company. These provisions are expected to discourage coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of the Company to first obtain the prior approval of the Company’s board of directors.
Stockholder Meetings. The Certificate of Incorporation and Bylaws vest the power to call special meetings of stockholders in the Company’s President, chairman of the board, a majority of the authorized number of directors, or stockholders holding shares representing not less than 10% of the outstanding votes entitled to vote at the meeting. Stockholders are not permitted under the Certificate of Incorporation or Bylaws to act by written consent in lieu of a meeting. The Bylaws establish an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders.
Requirements for Stockholder Nominations. In general, nominations for the election of directors may be made by or at the direction of the board of directors or by any stockholder entitled to vote in the election of directors who has delivered written notice to the Company’s Secretary that is received not less than 120 days prior to the one-year anniversary of the date on which the Company first mailed its proxy materials to stockholders for the previous year’s annual meeting of stockholders; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date of the prior year’s meeting, notice must be received not later than the close of business on the later of 120 days prior to such annual meeting and ten calendar days following the date on which public announcement of the date of the meeting is first made (the “Notice Deadline”). A stockholder’s nomination must contain specified information concerning the nominees and concerning the stockholder proposing such nominations. With respect to director nominees, the Company may require any proposed nominee to furnish information concerning his or her eligibility to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence of the nominee and to provide a statement as to whether such nominee, if elected, intends to comply with the Company’s policies and procedures as applicable to the board of directors.
Requirements for Stockholder Proposals. The Bylaws also provide that the only business that may be conducted at an annual meeting is business that is (1) specified in the notice of meeting given by or at the direction of the board of directors, (2) properly brought before the meeting by or at the direction of the board of directors, or (3) properly brought before the meeting by a stockholder who has delivered written notice to the Company’s Secretary no later than the Notice Deadline. A stockholder’s notice must contain specified information concerning the business being proposed and the stockholder proposing such business.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 Intevac Inc. 10-K 12/30/23 111:10M Donnelley … Solutions/FA 2/16/23 Intevac Inc. 10-K 12/31/22 107:11M Donnelley … Solutions/FA 2/17/22 Intevac Inc. 10-K 1/01/22 104:10M Donnelley … Solutions/FA 2/17/21 Intevac Inc. 10-K 1/02/21 111:10M Donnelley … Solutions/FA |