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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/22/23 Ieh Corp. 10-K 3/31/22 88:18M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.52M
2: EX-4.2 Description of Securities HTML 34K
3: EX-21 Subsidiaries of the Company HTML 24K
4: EX-23.1 Consent of Marcum LLP HTML 24K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
13: R1 Document And Entity Information HTML 95K
14: R2 Balance Sheets HTML 124K
15: R3 Balance Sheets (Parentheticals) HTML 34K
16: R4 Statements of Operations HTML 96K
17: R5 Statements of Operations (Parentheticals) HTML 27K
18: R6 Statement of Changes in Stockholders? Equity HTML 66K
19: R7 Statements of cash flows HTML 111K
20: R8 Description of Business HTML 29K
21: R9 Restatement of Previously Issued Financial HTML 316K
Statements
22: R10 Summary of Significant Accounting Policies HTML 127K
23: R11 Inventories HTML 38K
24: R12 Prepaid Expenses and Other Current Assets HTML 34K
25: R13 Property, Plant and Equipment HTML 45K
26: R14 Accounts Receivable Financing HTML 29K
27: R15 PPP Loan and Note HTML 31K
28: R16 Other Current Liabilities HTML 36K
29: R17 Income Taxes HTML 88K
30: R18 Equity Incentive Plans HTML 88K
31: R19 Cash Bonus Plan HTML 29K
32: R20 Commitments and Contingencies HTML 34K
33: R21 Concentrations HTML 30K
34: R22 Quarterly Financial Information (Unaudited) HTML 1.17M
35: R23 Accounting Policies, by Policy (Policies) HTML 154K
36: R24 Restatement of Previously Issued Financial HTML 1.48M
Statements (Tables)
37: R25 Summary of Significant Accounting Policies HTML 110K
(Tables)
38: R26 Inventories (Tables) HTML 38K
39: R27 Prepaid Expenses and Other Current Assets (Tables) HTML 34K
40: R28 Property, Plant and Equipment (Tables) HTML 43K
41: R29 Other Current Liabilities (Tables) HTML 35K
42: R30 Income Taxes (Tables) HTML 84K
43: R31 Equity Incentive Plans (Tables) HTML 78K
44: R32 Quarterly Financial Information (Unaudited) HTML 1.17M
(Tables)
45: R33 Restatement of Previously Issued Financial HTML 32K
Statements (Details)
46: R34 Restatement of Previously Issued Financial HTML 86K
Statements (Details) - Schedule of balance sheets,
including the balances originally reported
47: R35 Restatement of Previously Issued Financial HTML 74K
Statements (Details) - Schedule of statements of
income, including the amounts originally reported
48: R36 Restatement of Previously Issued Financial HTML 53K
Statements (Details) - Schedule of statements of
stockholders? equity, including the balances
originally reported
49: R37 Restatement of Previously Issued Financial HTML 58K
Statements (Details) - Schedule of statements of
cash flows from operating activities, including
the balances originally reported
50: R38 Restatement of Previously Issued Financial HTML 131K
Statements (Details) - Schedule of balance sheet
51: R39 Restatement of Previously Issued Financial HTML 42K
Statements (Details) - Schedule of balance sheet
(Parentheticals)
52: R40 Restatement of Previously Issued Financial HTML 114K
Statements (Details) - Schedule of statement of
operations
53: R41 Restatement of Previously Issued Financial HTML 84K
Statements (Details) - Schedule of statement of
changes in stockholders? equity
54: R42 Restatement of Previously Issued Financial HTML 125K
Statements (Details) - Schedule of statement of
cash flows
55: R43 Summary of Significant Accounting Policies HTML 44K
(Details)
56: R44 Summary of Significant Accounting Policies HTML 39K
(Details) - Schedule of disaggregated revenue by
geographical location
57: R45 Summary of Significant Accounting Policies HTML 36K
(Details) - Schedule of aggregated revenue by
industry as a percentage of total revenue
58: R46 Summary of Significant Accounting Policies HTML 58K
(Details) - Schedule of basic and diluted net
income per share
59: R47 Summary of Significant Accounting Policies HTML 38K
(Details) - Schedule of fair value of the stock
option grant
60: R48 Summary of Significant Accounting Policies HTML 32K
(Details) - Schedule of balance sheet information
related to our leases
61: R49 Summary of Significant Accounting Policies HTML 31K
(Details) - Schedule of other information related
to leases
62: R50 Summary of Significant Accounting Policies HTML 45K
(Details) - Schedule of total remaining operating
lease payments
63: R51 Inventories (Details) - Schedule of inventories HTML 37K
64: R52 Prepaid Expenses and Other Current Assets HTML 33K
(Details) - Schedule of prepaid expenses and other
current assets
65: R53 Property, Plant and Equipment (Details) HTML 28K
66: R54 Property, Plant and Equipment (Details) - Schedule HTML 48K
of property, plant and equipment
67: R55 Accounts Receivable Financing (Details) HTML 34K
68: R56 PPP Loan and Note (Details) HTML 34K
69: R57 Other Current Liabilities (Details) - Schedule of HTML 35K
other current liabilities
70: R58 Income Taxes (Details) HTML 39K
71: R59 Income Taxes (Details) - Schedule of provision for HTML 48K
income taxes
72: R60 Income Taxes (Details) - Schedule of provision for HTML 52K
income taxes
73: R61 Income Taxes (Details) - Schedule of HTML 42K
reconciliation of the provision for income taxes
74: R62 Equity Incentive Plans (Details) HTML 56K
75: R63 Equity Incentive Plans (Details) - Schedule of HTML 74K
stock option activity
76: R64 Cash Bonus Plan (Details) HTML 27K
77: R65 Commitments and Contingencies (Details) HTML 36K
78: R66 Concentrations (Details) HTML 40K
79: R67 Quarterly Financial Information (Unaudited) HTML 190K
(Details) - Schedule of condensed balance sheets
80: R68 Quarterly Financial Information (Unaudited) HTML 51K
(Details) - Schedule of condensed balance sheets
(Parentheticals)
81: R69 Quarterly Financial Information (Unaudited) HTML 157K
(Details) - Schedule of condensed statements of
operations (Unaudited)
82: R70 Quarterly Financial Information (Unaudited) HTML 201K
(Details) - Schedule of condensed statement of
changes in stockholders? equity (Unaudited)
83: R71 Quarterly Financial Information (Unaudited) HTML 191K
(Details) - Schedule of condensed statements of
cash flows (Unaudited)
86: XML IDEA XML File -- Filing Summary XML 167K
84: XML XBRL Instance -- f10k2022_iehcorp_htm XML 5.52M
85: EXCEL IDEA Workbook of Financial Report Info XLSX 220K
9: EX-101.CAL XBRL Calculations -- iehc-20220331_cal XML 148K
10: EX-101.DEF XBRL Definitions -- iehc-20220331_def XML 974K
11: EX-101.LAB XBRL Labels -- iehc-20220331_lab XML 1.93M
12: EX-101.PRE XBRL Presentations -- iehc-20220331_pre XML 971K
8: EX-101.SCH XBRL Schema -- iehc-20220331 XSD 367K
87: JSON XBRL Instance as JSON Data -- MetaLinks 395± 594K
88: ZIP XBRL Zipped Folder -- 0001213900-23-050974-xbrl Zip 460K
Exhibit 4.2
IEH CORPORATION
DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
IEH Corporation (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our Common Stock (as defined below).
Description of Common Stock
The following description of our Co. The Common Stock (as defined below) 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 (the “Certificate of Incorporation”), and our By-Laws (the “Bylaws”), each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of New York law, for additional information.
Authorized Capital Shares
Our authorized capital shares consist of 10,000,000 shares of common stock, $0.50 par value per share (“Common Stock”). The issued and outstanding shares of our Common Stock are fully paid and non-assessable.
Voting Rights
The holders of outstanding shares of Common Stock shall have the right to vote on the election and removal of all of the members of the Board of Directors and on all other matters to be voted on by the shareholders of the Company. At every meeting with respect to matters on which the holders of outstanding shares of Common Stock are entitled to vote, the holders of outstanding shares of Common Stock shall be entitled to one vote per share and do not have cumulative voting rights. Shareholders may only take action and vote their shares at an annual or special meeting of shareholders. Shareholders may not take action by written consent without a meeting.
Dividend Rights
When, as and if dividends or distributions are declared on issued and outstanding shares of Common Stock, whether payable in cash, in property or in securities of the Company, the holders of issued and outstanding shares of Common Stock shall be entitled to share equally, share for share, in such dividends and distributions.
Liquidation Rights
Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of issued and outstanding shares of Common Stock shall be entitled to share equally, share for share, in the assets of the Company to be distributed among the holders of issued and outstanding shares of Common Stock.
No Preemptive Rights
Our Common Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange rights. Shareholders of Common Stock may not act by written consent without a meeting.
Listing and Transfer Agent
The Common Stock is traded on the OTC Bulletin Board Market under the symbol IEHC. The transfer agent and registrar for our Common Stock is Computershare.
Anti-Takeover Effects of Provisions of our Certificate of Incorporation and By-Laws
Certain provisions of our Certificate of Incorporation and Bylaws could make our acquisition by a third party, a change in our incumbent board of directors and our management, or a similar change of control more difficult. These provisions, which are summarized below, are likely to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that these provisions help to protect our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that this benefit outweighs the potential disadvantages of discouraging such a proposal because our ability to negotiate with the proponent could result in an improvement of the terms of the proposal.
Our Certificate of Incorporation contains provisions for a classified board of directors which divides the board of directors into two classes: Class I and Class II with as nearly equal in number of directors as possible. As a result, the ability of a party seeking to acquire control of the Company’s board of directors would be delayed until two annual meetings of shareholders from electing directors and taking such control.
Any director, or the entire Board of Directors, may be removed from office at any time but only (i) for cause, and (ii) by the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock; provided that if a proposal is made to remove a director affiliated with a “Related Person”, then in addition to (i) and (ii) above, such removal shall require the affirmative vote of holders of a majority of “Disinterested Shareholders”.
Shareholders may only take action at an annual or special meeting of shareholders. Shareholders may not take action by written consent without a meeting of shareholders.
Our Certificate of Incorporation and Bylaws contain provisions which could delay or prevent a third party from acquiring shares of our Common Stock or replacing members of our Board of Directors. As a result, our Board of Directors could make it difficult for a third party to acquire a majority of our outstanding voting stock.
Further, our Bylaws provide that the size of the Board of Directors shall be fixed as determined from time to time by the Board. The directors are to be elected at the annual meeting of the shareholders and each director elected shall hold office until his successor is elected and qualified. Any director or the entire Board of Directors may be removed only for cause by the holders of a majority of shares then entitled to vote at an election of directors. Any vacancies on our board may be filled by the affirmative vote of a majority of the directors then in office.
2
New York Anti-Takeover Law
We are subject to Section 912 of the New York Business Corporation Law. With specified exemptions, this statute prohibits a New York corporation from engaging in a business combination (as defined in Section 912(a)(5)) with an interested shareholder (generally, a person that, shareholder together with its affiliates and associates, owns 20 percent or more of such corporation’s voting stock) for a period of five years after the date of the transaction in which the person became an interested shareholder.
Covered business combinations include certain mergers and consolidations, dispositions of assets or stock, plans for liquidation or dissolution, reclassifications of securities, recapitalizations and similar transactions. An interested shareholder is generally a shareholder owning at least 20% of a corporation’s outstanding voting stock.
In addition, New York corporations may not engage at any time with any interested shareholder in a business combination other than: (i) a business combination approved by the board of directors before the stock acquisition, or where the acquisition of the stock had been approved by the board of directors before the stock acquisition; (ii) a business combination approved by the affirmative vote of the holders of a majority of the outstanding voting stock not beneficially owned by the interested shareholder at a meeting for that purpose no earlier than five years after the stock acquisition; or (iii) a business combination in which the interested shareholder pays a formula price designed to ensure that all other shareholders receive at least the highest price per share that is paid by the interested shareholder and that meets certain other requirements.
3
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/22/23 | None on these Dates | ||
| For Period end: | 3/31/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/22/24 Ieh Corp. 10-K/A 3/31/22 93:15M EdgarAgents LLC/FA 2/13/24 Ieh Corp. 10-Q 12/31/23 54:3.1M EdgarAgents LLC/FA 11/30/23 Ieh Corp. 10-Q 9/30/23 53:2.9M EdgarAgents LLC/FA 11/30/23 Ieh Corp. 10-Q 6/30/23 54:2.8M EdgarAgents LLC/FA 10/06/23 Ieh Corp. 10-K 3/31/23 66:4.1M EdgarAgents LLC/FA 10/06/23 Ieh Corp. 10-Q 12/31/22 56:3.2M EdgarAgents LLC/FA 10/06/23 Ieh Corp. 10-Q 9/30/22 55:3.1M EdgarAgents LLC/FA 10/06/23 Ieh Corp. 10-Q 6/30/22 55:3M EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/23/22 Ieh Corp. 8-K:5,9 9/21/22 11:325K Computershare C… Svcs/FA 11/23/20 Ieh Corp. DEF 14A 12/16/20 1:1.1M Computershare C… Svcs/FA 8/27/20 Ieh Corp. 8-K:1,3,5,8 8/27/20 3:136K Computershare C… Svcs/FA 7/31/19 Ieh Corp. 8-K:5,9 7/29/19 2:123K Computershare C… Svcs/FA 7/12/18 Ieh Corp. 10-K 3/30/18 61:2.5M Doremus Fin… Printing/FA 8/08/11 Ieh Corp. DEF 14A 8/31/11 1:424K Commerce Fin’l … Corp/FA 9/04/09 Ieh Corp. 8-K:1,5,9 9/01/09 3:31K Commerce Fin’l … Corp/FA |