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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF l934
TECHNOLOGY MODELING ASSOCIATES, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2708698
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
595 LAWRENCE EXPRESSWAY
SUNNYVALE, CALIFORNIA 94086
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. /_ /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. /_ /
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement
on Form SB-2 (File No. 333-5252-LA) as originally filed with the Securities
and Exchange Commission on July 10, 1996 or as subsequently amended (the
"REGISTRATION STATEMENT"), and in the Prospectus included in the Registration
Statement, is hereby incorporated by reference in response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
EXHIBIT
NUMBER EXHIBIT TITLE OR DESCRIPTION
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3.01 -- Registrant's Amended and Restated Articles of Incorporation
(incorporated herein by reference to Exhibit 3.01 to the
Registration Statement).
3.02 -- Registrant's Bylaws (incorporated herein by reference to
Exhibit 3.02 to the Registration Statement).
99.01 -- The description of Registrant's capital stock set forth
under the caption "Description of Capital Stock" on page 44
of the Prospectus included in the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: July 18, 1996 TECHNOLOGY MODELING ASSOCIATES, INC.
By: /s/ Bennet Weintraub
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Bennet Weintraub
Chief Financial Officer, Vice President,
Finance and Administration
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT TITLE OR DESCRIPTION
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3.01 -- Registrant's Articles of Incorporation
(incorporated herein by reference to Exhibit
3.01 to Registrant's Registration Statement on
Form SB-2 (File No. 333-5252-LA) (the
"REGISTRATION STATEMENT")).
3.02 -- Registrant's Bylaws (incorporated herein by
reference to Exhibit 3.02 to the Registration
Statement).
99.01 -- The description of Registrant's capital stock
set forth under the caption "Description of
Capital Stock" on page 44 of the Prospectus
included the Registration Statement.
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EXHIBIT 99.01
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 25,000,000
shares of Common Stock, no par value, and 4,000,000 shares of Preferred
Stock, no par value. As of June 30, 1996, there were outstanding 4,753,822
shares of Common Stock held of record by 56 shareholders and options to
purchase 907,150 shares of Common Stock.
COMMON STOCK
Each shareholder is entitled to one vote for each share of Common Stock
held on all matters. The Company's shareholders currently may cumulate their
votes for the election of directors so long as at least one shareholder has
given notice at the meeting of shareholders prior to the voting of that
shareholder's desire to cumulate his or her votes. Cumulative voting will no
longer be available under the Company's Articles of Incorporation at such
time as (i) the Company's shares of Common Stock are listed on the Nasdaq
National Market and the Company has at least 800 holders of its equity
securities as of the record date of the Company's most recent annual meeting
of shareholders or (ii) the Company's shares of Common Stock are listed on
the New York Stock Exchange or the American Stock Exchange. The Company
expects to have its shares listed on the Nasdaq National Market and may have
at least 800 holders of its equity securities by the record date for its next
annual meeting of shareholders. The holders of Common Stock have no
preemptive or other rights to subscribe for additional shares. All
outstanding shares of Common Stock are, and those offered hereby will be,
validly issued, fully paid and nonassessable. Subject to preferences that may
be applicable to holders of any Preferred Stock then outstanding, holders of
Common Stock are entitled to such dividends as may be declared by the Board
out of funds legally available therefor. Upon liquidation, dissolution or
winding up of the Company, the assets legally available for distribution to
shareholders are distributable ratably among the holders of the Common Stock
at that time outstanding, subject to prior distribution rights of creditors
of the Company and to the preferential rights of any shares of Preferred
Stock then outstanding.
PREFERRED STOCK
The Board is authorized, subject to any limitations prescribed by
California law, to provide for the issuance of additional shares of Preferred
Stock in one or more series, to establish from time to time the number of
shares to be included in each such series, and to determine the powers,
preferences, privileges and rights and the qualifications, limitations or
restrictions granted to or imposed upon any wholly unissued series of
undesignated Preferred Stock. The board may authorize the issuance of
Preferred Stock with voting or conversion rights thast could adversely affect
the voting power or other rights of the holders of Common Stock. Thus, the
issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company. The Company has no current
plan to issue any shares of Preferred Stock. See "Risk Factors--Factors
Inhibiting Takeover."
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Company's Common Stock is The
First National Bank of Boston.
LISTING
The Company has applied to list its Common Stock on the Nasdaq National
Market under the trading symbol TMAI.
