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 1934
M&A WEST, INC.
(formerly Buffalo Capital IV, Ltd.)
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(Exact Name of Registrant as Specified in its Charter)
Colorado 84-1356427
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
583 San Mateo Avenue, San Bruno, California 94066
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to the General
Instruction A.(c), check the following box: [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to the General
Instruction A.(d) , check the following box: []
Securities Act registration statement file number to which this form relates:
(If applicable) Securities to be registered pursuant to Section 12(b) of the
Act:
Title of Each Class Name of Each Exchange on Which
To Be So Registered Each Class Is to Be Registered
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Common Stock, no par value per share Boston Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
Item 1. Description of Registrant's Securities to Be Registered.
Common Stock
The Company's Articles of Incorporation authorize the issuance of
100,000,000 shares of Common Stock, no par value per share. Each record holder
of Common Stock is entitled to one vote for each share held on all matters
properly submitted to the stockholders for their vote. Cumulative voting for the
election of directors is not permitted by the Articles of Incorporation. Holders
of outstanding shares of Common Stock are entitled to such dividends as may be
declared from time to time by the Board of Directors out of legally available
funds; and, in the event of liquidation, dissolution or winding up of the
affairs of the Company, holders are entitled to receive, ratably, the net assets
of the Company available to stockholders after distribution is made to the
preferred stockholders, if any, who are given preferred rights upon liquidation.
Holders of outstanding shares of Common Stock have no preemptive, conversion or
redemptive rights. All of the issued and outstanding shares of Common Stock are,
and all unissued shares when offered and sold will be, duly authorized, validly
issued, fully paid, and nonassessable. To the extent that additional shares of
the Company's Common Stock are issued, the relative interests of then existing
stockholders may be diluted.
Preferred Stock
The Company's Articles of Incorporation authorize the issuance of
10,000,000 shares of preferred stock, no par value per share. The Board of
Directors of the Company is authorized to issue the preferred stock from time to
time in series and is further authorized to establish such series, to fix and
determine the variations in the relative rights and preferences as between
series, to fix voting rights, if any, for each series, and to allow for the
conversion of preferred stock into Common Stock. No preferred stock has been
issued by the Company. The Company anticipates that preferred stock may be
utilized in making acquisitions.
Item 2. Exhibits.
Exhibit
Number Description of Document
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1.1 Specimen of Certificate for Common Stock (Filed as Exhibit 3.2 to the
Registration Statement on Form 10SB, File No. 000-21955, and hereby
incorporated herein by reference).
2.1 Articles of Incorporation, (Filed as Exhibits 2.1 to the Registration
Statement on Form 10SB, File No. 000-21955, and hereby incorporated herein
by reference).
2.2 By-Laws (Filed as Exhibit 2.2 to the Registration Statement on Form 10SB,
File No. 000-21955, and hereby incorporated herein by reference).
<PAGE>
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, thereto duly authorized.
M&A WEST, INC.
Registrant
By:/s/ SCOTT L. KELLY
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Scott L. Kelly, President
Date: October 24, 2000
