Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 653K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 30K
3: EX-21.1 Subsidiaries List HTML 23K
4: EX-23.1 Consent of Experts or Counsel HTML 23K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
65: R1 Document And Entity Information HTML 59K
40: R2 Consolidated Balance Sheets HTML 115K
14: R3 Consolidated Balance Sheets [Parenthetical] HTML 44K
60: R4 Consolidated Income Statements HTML 68K
68: R5 CONSOLIDATED STATEMENTS of CHANGES in HTML 66K
STOCKHOLDERS' EQUITY
41: R6 CONSOLIDATED STATEMENTS of CASH FLOWS HTML 135K
15: R7 Our Business and Summary of Significant Accounting HTML 72K
Policies
58: R8 Revenue Recognition HTML 120K
71: R9 Allowance for Doubtful Accounts HTML 35K
30: R10 Inventories HTML 35K
23: R11 Property, Plant and Equipment HTML 51K
49: R12 Credit Facilities HTML 105K
78: R13 Warranty Reserves HTML 37K
31: R14 Stock-Based Compensation HTML 193K
24: R15 Income Taxes HTML 100K
50: R16 Market Sectors and Major Customers HTML 37K
79: R17 Litigation HTML 26K
32: R18 Capital Lease (Notes) HTML 39K
22: R19 Earnings (Loss) Per Share (Notes) HTML 28K
62: R20 Quarterly Financial Data (Unaudited) HTML 65K
72: R21 Our Business and Summary of Significant Accounting HTML 139K
Policies (Policies)
44: R22 Earnings (Loss) Per Share (Policies) HTML 26K
20: R23 Our Business and Summary of Significant Accounting HTML 31K
Policies (Tables)
63: R24 Revenue Recognition (Tables) HTML 108K
73: R25 Allowance for Doubtful Accounts (Tables) HTML 35K
45: R26 Inventories (Tables) HTML 36K
21: R27 Property, Plant and Equipment (Tables) HTML 50K
61: R28 Credit Facilities (Tables) HTML 87K
74: R29 Warranty Reserves (Tables) HTML 36K
77: R30 Stock-Based Compensation (Tables) HTML 155K
47: R31 Income Taxes (Tables) HTML 96K
27: R32 Market Sectors and Major Customers (Tables) HTML 35K
34: R33 Capital Lease (Tables) HTML 37K
76: R34 Earnings (Loss) Per Share (Tables) HTML 58K
46: R35 Quarterly Financial Data (Unaudited) (Tables) HTML 63K
26: R36 OUR BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 40K
POLICIES - Property, Plant and Equipment (Details)
33: R37 OUR BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 35K
POLICIES - Narrative (Details)
75: R38 OUR BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 31K
POLICIES - Earnings Per Share (Details)
48: R39 Revenue Recognition (Details) HTML 42K
70: R40 Revenue Recognition - Disaggregated Revenue HTML 43K
(Details)
57: R41 Revenue Recognition - Customer Material Deposits HTML 30K
(Details)
17: R42 Revenue Recognition - Impact of Adoption of Asc HTML 82K
606 (Details)
39: R43 Allowance for Doubtful Accounts (Details) HTML 31K
69: R44 Inventories (Details) HTML 33K
56: R45 PROPERTY, PLANT AND EQUIPMENT - Summary of HTML 50K
Property, Plant and Equipment (Details)
16: R46 PROPERTY, PLANT AND EQUIPMENT - Depreciation HTML 25K
Expense (Details)
38: R47 CREDIT FACILITIES - Schedule of Debt (Details) HTML 54K
67: R48 CREDIT FACILITIES - Narrative (Details) HTML 96K
59: R49 CREDIT FACILITIES - Contractual Principal Payments HTML 41K
(Details)
52: R50 Fair Value of Financial Instruments (Details) HTML 24K
80: R51 Warranty Reserves (Details) HTML 32K
35: R52 STOCK-BASED COMPENSATION - Narrative (Details) HTML 46K
28: R53 STOCK-BASED COMPENSATION - Valuation Assumptions HTML 42K
(Details)
53: R54 STOCK-BASED COMPENSATION - Summary of Stock Option HTML 87K
Activity (Details)
81: R55 STOCK-BASED COMPENSATION - Changes in Non-Vested HTML 68K
Options Outstanding (Details)
37: R56 STOCK-BASED COMPENSATION - Summary of Restricted HTML 76K
Stock Activity (Details)
29: R57 INCOME TAXES - Provision For/(Benefit From) HTML 43K
(Details)
51: R58 INCOME TAXES - Effective Tax Rate Reconciliation HTML 60K
(Details)
82: R59 INCOME TAXES - Deferred Income Taxes (Details) HTML 58K
42: R60 INCOME TAXES - Narrative (Details) HTML 41K
18: R61 MARKET SECTORS AND MAJOR CUSTOMERS - Summary of HTML 34K
Sales by Sector (Details)
54: R62 MARKET SECTORS AND MAJOR CUSTOMERS - Narrative HTML 37K
(Details)
64: R63 CAPITAL LEASE Additional Information (Details) HTML 27K
43: R64 CAPITAL LEASE - Summary of future capital lease HTML 41K
payments (Details)
19: R65 Earnings (Loss) Per Share (Details) HTML 63K
55: R66 Quarterly Financial Data (Unaudited) (Details) HTML 47K
66: XML IDEA XML File -- Filing Summary XML 143K
36: EXCEL IDEA Workbook of Financial Reports XLSX 84K
8: EX-101.INS XBRL Instance -- iec-20190930 XML 2.05M
10: EX-101.CAL XBRL Calculations -- iec-20190930_cal XML 227K
11: EX-101.DEF XBRL Definitions -- iec-20190930_def XML 570K
12: EX-101.LAB XBRL Labels -- iec-20190930_lab XML 1.68M
13: EX-101.PRE XBRL Presentations -- iec-20190930_pre XML 1.00M
9: EX-101.SCH XBRL Schema -- iec-20190930 XSD 160K
25: ZIP XBRL Zipped Folder -- 0000049728-19-000092-xbrl Zip 219K
‘EX-4.1’ — Instrument Defining the Rights of Security Holders
The following is a brief description of the common stock, par value $0.01 per share (the “common stock”), of IEC Electronics Corp. (the “Company,”“we,” or “our”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. This description is not complete and we qualify it by referring to our amended and restated certificate
of incorporation, as further amended (our “certificate of incorporation”), and our by-laws, as amended (our “by-laws”).
Our certificate of incorporation authorizes us to issue 50,500,000 shares of capital stock, divided into two classes:
•
50,000,000 shares of common stock; and
•
500,000
shares of preferred stock, $0.01 par value per share (“preferred stock”).
Common Stock
Our common stock has one vote per share. The holders of our common stock are entitled to vote on all matters to be voted on by stockholders. Stockholders are not entitled to cumulative voting rights. Directors are elected by a plurality vote of the shares represented in person or by proxy. The affirmative vote of two-thirds of the outstanding stock entitled to vote thereon is required to authorize the merger, consolidation or sale of all or substantially all of the assets of the Company. All other actions by stockholders will be approved by a majority of votes cast except as otherwise required by
law.
The holders of our common stock have no preemptive rights to purchase or subscribe for any stock of the Company currently authorized, or to be authorized in the future, or for securities convertible into such stock. Holders of our common stock have no rights to convert their common stock into any other securities, and there are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of our common stock are fully paid and nonassessable.
Upon any liquidation of the Company, the holders of our common stock are entitled to share ratably in assets available for distribution to stockholders
after payment of liabilities and liquidation preferences of any outstanding shares of preferred stock. Holders of our common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as our board of directors may from time to time determine.
Preferred Stock
Our board of directors has authority, without further action by our stockholders, to issue up to 500,000 shares of preferred stock in one or more series. Our board of directors has the authority to determine the terms of each series of preferred stock, within the limits of our certificate of incorporation and the laws of the state of Delaware. These terms include the number of shares in a series,
dividend rights, liquidation preferences, terms of redemption, conversion rights and voting rights.
The issuance of any preferred stock may negatively affect the holders of our common stock. These possible negative effects include diluting the voting power of shares of our common stock and affecting the market price of our common stock.
Our certificate of incorporation
and by-laws contain certain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the securities held by our stockholders.
Preferred Stock
We believe that the availability of the preferred stock under our certificate of incorporation provides us with flexibility in addressing corporate issues that may arise. Having these authorized shares available for issuance allows us to issue shares of preferred stock without
the expense and delay of a special stockholders’ meeting. The authorized shares of preferred stock, as well as shares of common stock, will be available for issuance without further action by our stockholders, unless action is required by applicable law or the NYSE American rules or the rules of any stock exchange on which our securities may be listed. Our board of directors has the power, subject to applicable law, to issue series of preferred stock that could, depending on the terms of the series, impede the completion of a merger, tender offer, or other takeover attempt that some, or a majority, of the stockholders
Exhibit 4.1
might believe to be in their best interest or in which stockholders might receive a premium for their stock over the then-prevailing market price
of the stock.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our by-laws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders and specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed.
Super-majority
Voting for Certain Corporate Actions
The affirmative vote of two-thirds of the outstanding stock entitled to vote thereon is required to authorize the merger, consolidation or sale of all or substantially all of the assets of the Company.
Our by-laws grant our board of directors the power to adopt, amend or repeal our by-laws, except as otherwise
set forth therein, and the board of directors could exercise this power under such circumstances and conditions as to impede a change in control.
