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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/29/20 R F Industries Ltd. 10-K 10/31/20 88:6.6M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 768K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 30K
3: EX-21.1 Subsidiaries List HTML 25K
4: EX-23.1 Consent of Expert or Counsel HTML 24K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
15: R1 Document And Entity Information HTML 63K
16: R2 Consolidated Balance Sheets HTML 120K
17: R3 Consolidated Balance Sheets (Parentheticals) HTML 34K
18: R4 Consolidated Statements of Operations HTML 86K
19: R5 Consolidated Statements of Stockholders' Equity HTML 64K
20: R6 Consolidated Statements of Cash Flows HTML 100K
21: R7 Consolidated Statements of Cash Flows HTML 28K
(Parentheticals)
22: R8 Note 1 - Business Activities and Summary of HTML 118K
Significant Accounting Policies
23: R9 Note 2 - Business Acquisition HTML 60K
24: R10 Note 3 - Concentrations of Credit Risk HTML 30K
25: R11 Note 4 - Inventories and Major Vendors HTML 36K
26: R12 Note 5 - Other Current Assets HTML 33K
27: R13 Note 6 - Accrued Expenses and Other Long-term HTML 56K
Liabilities
28: R14 Note 7 - Segment Information HTML 81K
29: R15 Note 8 - Income Tax Provision HTML 122K
30: R16 Note 9 - Stock Options HTML 89K
31: R17 Note 10 - Retirement Plan HTML 31K
32: R18 Note 11 - Line of Credit and PPP Loan HTML 35K
33: R19 Note 12 - Related Party Transactions HTML 31K
34: R20 Note 13 - Cash Dividend and Declared Dividends HTML 27K
35: R21 Note 14 - Commitments HTML 55K
36: R22 Significant Accounting Policies (Policies) HTML 164K
37: R23 Note 1 - Business Activities and Summary of HTML 76K
Significant Accounting Policies (Tables)
38: R24 Note 2 - Business Acquisition (Tables) HTML 59K
39: R25 Note 4 - Inventories and Major Vendors (Tables) HTML 35K
40: R26 Note 5 - Other Current Assets (Tables) HTML 32K
41: R27 Note 6 - Accrued Expenses and Other Long-term HTML 56K
Liabilities (Tables)
42: R28 Note 7 - Segment Information (Tables) HTML 74K
43: R29 Note 8 - Income Tax Provision (Tables) HTML 119K
44: R30 Note 9 - Stock Options (Tables) HTML 70K
45: R31 Note 11 - Line of Credit and PPP Loan (Tables) HTML 30K
46: R32 Note 14 - Commitments (Tables) HTML 54K
47: R33 Note 1 - Business Activities and Summary of HTML 55K
Significant Accounting Policies (Details Textual)
48: R34 Note 1 - Business Activities and Summary of HTML 43K
Significant Accounting Policies - Intangible
Assets (Details)
49: R35 Note 1 - Business Activities and Summary of HTML 36K
Significant Accounting Policies - Intangible
Assets (Details) (Parentheticals)
50: R36 Note 1 - Business Activities and Summary of HTML 39K
Significant Accounting Policies - Estimated
Amortization Expense (Details)
51: R37 Note 1 - Business Activities and Summary of HTML 51K
Significant Accounting Policies - Basic and
Diluted Earnings Per Share (Details)
52: R38 Note 2 - Business Acquisition (Details Textual) HTML 52K
53: R39 Note 2 - Business Acquisition - Components of the HTML 29K
Purchase Price of C Enterprises, Inc. (Details)
54: R40 Note 2 - Business Acquisition - Allocation of HTML 36K
Estimated Purchase Price of C Enterprises, Inc.
(Details)
55: R41 Note 2 - Business Acquisition - Components of the HTML 32K
Purchase Price of Schroff Technologies
International, Inc. (Details)
56: R42 Note 2 - Business Acquisition - Allocation of HTML 39K
Estimated Purchase Price of Schroff Technologies
International, Inc. (Details)
57: R43 Note 2 - Business Acquisition - Unaudited Pro HTML 36K
Forma Information (Details)
58: R44 Note 3 - Concentrations of Credit Risk (Details HTML 39K
Textual)
59: R45 Note 4 - Inventories and Major Vendors (Details HTML 31K
Textual)
60: R46 Note 4 - Inventories and Major Vendors - HTML 31K
Inventories (Details)
61: R47 Note 5 - Other Current Assets - Other Current HTML 29K
Assets (Details)
62: R48 Note 6 - Accrued Expenses and Other Long-term HTML 35K
Liabilities (Details Textual)
63: R49 Note 6 - Accrued Expenses and Other Long-term HTML 33K
Liabilities - Accrued Expenses (Details)
64: R50 Note 6 - Accrued Expenses and Other Long-term HTML 28K
Liabilities - Financial Assets and Liabilities
Measured at Fair Value on Recurring Basis
(Details)
65: R51 Note 6 - Accrued Expenses and Other Long-term HTML 28K
Liabilities - Level 3 Transactions (Details)
66: R52 Note 7 - Segment Information (Details Textual) HTML 25K
67: R53 Note 7 - Segment Information - Sales by Geographic HTML 36K
Area (Details)
68: R54 Note 7 - Segment Information - Net Sales, Income HTML 49K
Before Provision for Income Taxes and Other
Related Segment Information (Details)
69: R55 Note 8 - Income Tax Provision (Details Textual) HTML 38K
70: R56 Note 8 - Income Tax Provision - Provision HTML 42K
(Benefit) for Income Taxes (Details)
71: R57 Note 8 - Income Tax Provision - Income Tax HTML 76K
Reconciliation (Details)
72: R58 Note 8 - Income Tax Provision - Deferred Tax HTML 53K
Assets and Deferred Tax Liabilities (Details)
73: R59 Note 8 - Income Tax Provision - Adjustments to HTML 34K
Uncertain Tax Positions (Details)
74: R60 Note 9 - Stock Options (Details Textual) HTML 129K
75: R61 Note 9 - Stock Options - Assumptions (Details) HTML 37K
76: R62 Note 9 - Stock Options - Options Outstanding HTML 61K
(Details)
77: R63 Note 10 - Retirement Plan (Details Textual) HTML 27K
78: R64 Note 11 - Line of Credit and PPP Loan (Details HTML 38K
Textual)
79: R65 Note 11 - Line of Credit and PPP Loan - Future HTML 32K
Minimum Loan Payments (Details)
80: R66 Note 12 - Related Party Transactions (Details HTML 38K
Textual)
81: R67 Note 13 - Cash Dividend and Declared Dividends HTML 27K
(Details Textual)
82: R68 Note 14 - Commitments (Details Textual) HTML 41K
83: R69 Note 14 - Commitments - Operating Lease Expense HTML 27K
(Details)
84: R70 Note 14 - Commitments - Other Information Related HTML 30K
to Leases (Details)
85: R71 Note 14 - Commitments - Future Minimum Lease HTML 48K
Payments (Details)
87: XML IDEA XML File -- Filing Summary XML 162K
86: EXCEL IDEA Workbook of Financial Reports XLSX 83K
9: EX-101.INS XBRL Instance -- rfil-20201031 XML 1.60M
11: EX-101.CAL XBRL Calculations -- rfil-20201031_cal XML 205K
12: EX-101.DEF XBRL Definitions -- rfil-20201031_def XML 1.28M
13: EX-101.LAB XBRL Labels -- rfil-20201031_lab XML 1.03M
14: EX-101.PRE XBRL Presentations -- rfil-20201031_pre XML 1.32M
10: EX-101.SCH XBRL Schema -- rfil-20201031 XSD 193K
88: ZIP XBRL Zipped Folder -- 0001437749-20-026051-xbrl Zip 157K
Exhibit 4.1
DESCRIPTION OF SECURITIES
GENERAL
RF Industries, Inc. (“RF Industries,” “we” or “our”) is incorporated in the State of Nevada. The following description of our common stock, par value $0.01 per share (“Common Stock”), is a summary and does not purport to be complete. The description of our Common Stock is subject to and qualified in its entirety by reference to our Amended and Restated Articles of Incorporation (the “Articles”), and our Amended and Restated By-Laws (the “Bylaws”), which are incorporated by reference as Exhibit 3.1 and Exhibit 3.2, respectively, to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part (the “10-K”). We encourage you to read the Articles, the Bylaws and the applicable provisions of the Nevada Revised Statutes, Chapter 78 (the “Nevada Code”), for additional information.
DESCRIPTION OF COMMON STOCK
Authorized Capital Shares. Pursuant to the Articles, our authorized capital stock consists of 20,000,000 shares of Common Stock. All outstanding shares of Common Stock are fully paid and nonassessable.
Voting Rights. Each share of our Common Stock is entitled to one vote on all stockholder matters. Except for the election of directors, if a quorum is present, an action on a matter is approved if it receives the affirmative vote of the holders of a majority of the voting power of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the matter, unless otherwise required by applicable law, Nevada law, our Articles or Bylaws. The election of directors will be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote, meaning that the nominees with the greatest number of votes cast, even if less than a majority, will be elected.
Liquidation. In the event of a liquidation, dissolution or winding-up of RF Industries, the holders of Common Stock are entitled to share equally and ratably in the assets of RF Industries, if any, remaining after the payment of all debts and liabilities of RF Industries and the liquidation preference of any outstanding preferred stock.
Other Rights and Preferences. The Common Stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions.
Dividends. The declaration and amount of any actual cash dividend are in the sole discretion of RF Industries’ Board of Directors and are subject to various factors that ordinarily affect dividend policy, including our financial condition, results of operations, capital requirements, plans for future acquisitions, contractual restrictions, general business conditions and other factors that our Board of Directors may deem relevant.
Size of the Board and Vacancies. Our Bylaws provide that the number of directors shall be not less than two (2) nor more than nine (9). Within the limits specified in our Bylaws, the exact number of directors is determined by resolution of the Board of Directors. Our Board of Directors has the right to fill any vacancies resulting from death, resignation, disqualification or removal, as well as any newly created directorships arising from an increase in the size of the Board. The directors are divided into three classes designated as Class I, Class II and Class III. Each class consist, as nearly as is possible, of one-third of the number of directors constituting the entire Board of Directors.
Liability. The Common Stock, after the amount of the purchase price has been paid, shall not be subject to assessment to pay debts of RF Industries; and no paid Common Stock and no Common Stock issued as fully paid up shall ever be assessable or assessed for any purpose whatever; and no holder of Common Stock shall be individually liable for any debt or liability of RF Industries.
Statutory Restrictions on Ownership. The Nevada Code contains provisions restricting the ability of a Nevada corporation to engage in business combinations with an interested stockholder. Under the Nevada Code, except under certain circumstances, business combinations with interested stockholders are not permitted for a period of two years following the date such stockholder becomes an interested stockholder. The Nevada Code defines an interested stockholder, generally, as a person who is the beneficial owner, directly or indirectly, of 10% of the outstanding shares of a Nevada corporation. In addition, the Nevada Code generally disallows the exercise of voting rights with respect to “control shares” of an “issuing corporation” held by an “acquiring person” after crossing certain ownership threshold percentages, unless such voting rights are conferred by a majority vote of the disinterested stockholders. “Control shares” are those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person (i) acquire or offer to acquire in an acquisition of a controlling interest and (ii) acquire within ninety days immediately preceding the date when the acquiring person became an acquiring person. An “issuing corporation” is a corporation organized in Nevada which has two hundred or more stockholders, at least one hundred of whom are stockholders of record and residents of Nevada, and which does business in Nevada directly or through an affiliated corporation.
National Securities Exchange. The Common Stock is listed on the NASDAQ Global Market under the trading symbol “RFIL”.
Transfer Agent and Registrar. The transfer agent and registrar for the Common Stock is Continental Stock Transfer & Trust Company.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/29/20 | None on these Dates | ||
| For Period end: | 10/31/20 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/16/21 R F Industries Ltd. S-3/A 2:303K RDG Filings/FA 11/08/21 R F Industries Ltd. S-3 11/05/21 4:755K RDG Filings/FA |