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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/20 Alpha Pro Tech Ltd 10-K 12/31/19 86:5.3M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 552K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 32K
3: EX-21 Subsidiaries List HTML 23K
4: EX-23.1 Consent of Experts or Counsel HTML 24K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
24: R1 Document And Entity Information HTML 64K
65: R2 Condensed Consolidated Balance Sheets HTML 108K
75: R3 Condensed Consolidated Balance Sheets HTML 33K
(Parentheticals)
49: R4 Consolidated Statements of Comprehensive Income HTML 81K
23: R5 Consolidated Statements of Shareholders’ Equity HTML 63K
64: R6 Condensed Consolidated Statements of Cash Flows HTML 96K
74: R7 Note 1 - The Company HTML 30K
48: R8 Note 2 - Summary of Significant Accounting HTML 118K
Policies
25: R9 Note 3 - Investments HTML 31K
43: R10 Note 4 - Inventories HTML 35K
16: R11 Note 5 - Property and Equipment HTML 43K
63: R12 Note 6 - Goodwill and Intangible Assets HTML 48K
73: R13 Note 7 - Equity Investment in Unconsolidated HTML 37K
Affiliate
42: R14 Note 8 - Accrued Liabilities HTML 35K
15: R15 Note 9 - Notes Payable HTML 30K
62: R16 Note 10 - Shareholders' Equity HTML 89K
72: R17 Note 11 - Income Taxes HTML 67K
41: R18 Note 12 - Leases HTML 40K
17: R19 Note 13 - Legal HTML 28K
56: R20 Note 14 - Employee Benefit Plans HTML 31K
86: R21 Note 15 - Activity of Business Segments HTML 80K
40: R22 Note 16 - Concentration of Risk HTML 47K
33: R23 Note 17 - Employment Agreements HTML 30K
55: R24 Note 18 - Related Party Transactions HTML 28K
85: R25 Note 19 - Subsequent Events HTML 28K
39: R26 Significant Accounting Policies (Policies) HTML 226K
32: R27 Note 2 - Summary of Significant Accounting HTML 62K
Policies (Tables)
57: R28 Note 4 - Inventories (Tables) HTML 36K
84: R29 Note 5 - Property and Equipment (Tables) HTML 41K
69: R30 Note 6 - Goodwill and Intangible Assets (Tables) HTML 48K
59: R31 Note 8 - Accrued Liabilities (Tables) HTML 32K
18: R32 Note 10 - Shareholders' Equity (Tables) HTML 80K
44: R33 Note 11 - Income Taxes (Tables) HTML 70K
70: R34 Note 12 - Leases (Tables) HTML 34K
60: R35 Note 15 - Activity of Business Segments (Tables) HTML 82K
19: R36 Note 16 - Concentration of Risk (Tables) HTML 38K
45: R37 Note 2 - Summary of Significant Accounting HTML 52K
Policies (Details Textual)
71: R38 Note 2 - Summary of Significant Accounting HTML 37K
Policies - Property and Equipment (Details)
58: R39 Note 2 - Summary of Significant Accounting HTML 51K
Policies - Reconciliation of Net Income and Number
of Shares Used in Computations of Basic and
Diluted EPS (Details)
81: R40 Note 2 - Summary of Significant Accounting HTML 35K
Policies - Fair Value of Financial Assets
(Details)
53: R41 Note 3 - Investments (Details Textual) HTML 38K
27: R42 Note 4 - Inventories - Inventories (Details) HTML 35K
34: R43 Note 5 - Property and Equipment (Details Textual) HTML 25K
82: R44 Note 5 - Property and Equipment - Property and HTML 46K
Equipment (Details)
54: R45 Note 6 - Goodwill and Intangible Assets (Details HTML 30K
Textual)
28: R46 Note 6 - Goodwill and Intangible Assets - HTML 34K
Definite-lived Intangible Assets (Details)
35: R47 Note 6 - Goodwill and Intangible Assets - HTML 38K
Estimated Future Amortization Expense Related to
Definite-lived Intangible Assets (Details)
83: R48 Note 7 - Equity Investment in Unconsolidated HTML 71K
Affiliate (Details Textual)
52: R49 Note 8 - Accrued Liabilities (Details Textual) HTML 25K
67: R50 Note 8 - Accrued Liabilities - Accrued Liabilities HTML 32K
(Details)
78: R51 Note 9 - Notes Payable (Details Textual) HTML 40K
47: R52 Note 10 - Shareholders' Equity (Details Textual) HTML 69K
21: R53 Note 10 - Shareholders' Equity - Stock Option HTML 52K
Activity (Details)
66: R54 Note 10 - Shareholders' Equity - Stock Option HTML 37K
Valuation Assumptions (Details)
77: R55 Note 10 - Shareholders' Equity - Information About HTML 49K
Stock Options (Details)
46: R56 Note 11 - Income Taxes - Provision for Income HTML 32K
Taxes (Details)
20: R57 Note 11 - Income Taxes - Deferred Income Tax HTML 56K
Assets (Details)
68: R58 Note 11 - Income Taxes - Income Tax Reconciliation HTML 45K
(Details)
76: R59 Note 12 - Leases (Details Textual) HTML 36K
38: R60 Note 12 - Leases - Future Minimum Lease Payment HTML 40K
(Details)
30: R61 Note 14 - Employee Benefit Plans (Details Textual) HTML 40K
51: R62 Note 15 - Activity of Business Segments (Details HTML 25K
Textual)
80: R63 Note 15 - Activity of Business Segments - HTML 30K
Consolidated Net Sales (Details)
37: R64 Note 15 - Activity of Business Segments - HTML 38K
Reconciliation of Total Segment Income to Total
Consolidated Net Income (Details)
29: R65 Note 15 - Activity of Business Segments - HTML 38K
Consolidated Net Sales and Long-lived Asset
Information by Geographic Area (Details)
50: R66 Note 15 - Activity of Business Segments - HTML 31K
Consolidated Net Property and Equipment, Goodwill
and Intangible Assets (Details)
79: R67 Note 16 - Concentration of Risk (Details Textual) HTML 36K
36: R68 Note 16 - Concentration of Risk - Customer HTML 37K
Concentration (Details)
31: R69 Note 17 - Employment Agreements (Details Textual) HTML 34K
61: XML IDEA XML File -- Filing Summary XML 155K
26: EXCEL IDEA Workbook of Financial Reports XLSX 66K
9: EX-101.INS XBRL Instance -- apt-20191231 XML 1.35M
11: EX-101.CAL XBRL Calculations -- apt-20191231_cal XML 136K
12: EX-101.DEF XBRL Definitions -- apt-20191231_def XML 1.07M
13: EX-101.LAB XBRL Labels -- apt-20191231_lab XML 856K
14: EX-101.PRE XBRL Presentations -- apt-20191231_pre XML 1.12M
10: EX-101.SCH XBRL Schema -- apt-20191231 XSD 173K
22: ZIP XBRL Zipped Folder -- 0001437749-20-004678-xbrl Zip 132K
EXHIBIT 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following description of our securities is intended as a summary only. This description is based on our certificate of incorporation, as amended (the “Certificate of Incorporation”), our bylaws (the “Bylaws”) and applicable provisions of the Delaware General Corporation Law (the “DGCL”). This summary is not complete and is qualified in its entirety by reference to the Certificate of Incorporation and the Bylaws, each of which is included as an exhibit to this Annual Report on Form 10-K. We encourage you to read the Certificate of Incorporation, the Bylaws and the applicable provisions of the DGCL for additional information.
As used herein, the terms the “Company,” “we,” “our” and “us” refer to Alpha Pro Tech, Ltd.
General
Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.01 per share.
Common Stock
Voting rights. Holders of our common stock are entitled to one vote for each share held on all matters properly submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights.
Dividends. Holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors out of legally available funds.
Liquidation. Upon any liquidation, dissolution or winding up of the Company, holders of our common stock are entitled to share pro rata in any distribution to the stockholders after the payment of all debts and other liabilities.
Rights and preferences. The Company has the right to, and may, from time to time, enter into borrowing arrangements or issue debt instruments, the provisions of which may contain restrictions on the payment of dividends or other distributions on our common stock. There are no preemptive or conversion rights and no provisions for redemption, purchase for cancellation, surrender or sinking or purchase funds. All of our outstanding common stock is fully paid, nonassessable and duly authorized. None of our common stock is subject to call. There are no special rights or restrictions of any nature attaching to any of our common stock.
Indemnification of Officers and Directors
The Certificate of Incorporation contains provisions for the indemnification of our directors, officers, employees and certain other agents to the fullest extent permitted by the DGCL. These provisions may have the practical effect in certain cases of eliminating the ability of stockholders to collect monetary damages from indemnified individuals.
Provisions of the Certificate of Incorporation, the Bylaws and the DGCL That May Have Anti-Takeover Effects
The Certificate of Incorporation, the Bylaws and the DGCL contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our Board of Directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of us by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.
Authorized but Unissued Common Stock. The authorized but unissued shares of our common stock are available for future issuance without stockholder approval, subject to any limitations imposed by the rules of any stock exchange on which our securities may be listed. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved shares of our common stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Stockholder Meetings. The Certificate of Incorporation and the Bylaws of the Company further provide that any action required or permitted to be taken by the stockholders of the Company may be taken only at a duly called meeting of stockholders or by written consent by the holders of outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. These provisions could have the effect of delaying until the next annual stockholders’ meeting any stockholder actions that are favored by the holders of a majority of the outstanding voting securities of the Company, especially since special meetings of the stockholders may be called only by our Board of Directors or any officer of the Company instructed by the Board of Directors to call a special meeting.
Delaware Business Combination Statute. We are subject to Section 203 of the DGCL. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our Board of Directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.
Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC is the transfer agent and registrar for our common stock.
Exchange Listing
Our common stock is traded on the NYSE American (formerly the NYSE MKT, the NYSE Amex and the American Stock Exchange) under the symbol “APT.”
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/24 Alpha Pro Tech Ltd. 10-K 12/31/23 95:9.4M RDG Filings/FA 3/16/23 Alpha Pro Tech Ltd. 10-K 12/31/22 92:7.6M RDG Filings/FA 3/11/22 Alpha Pro Tech Ltd. 10-K 12/31/21 86:5.5M RDG Filings/FA 9/28/20 Alpha Pro Tech Ltd. S-8 9/28/20 4:233K RDG Filings/FA |