As filed with the Securities and Exchange Commission on October 6, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
LIFESTREAM TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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Nevada 82-0487965
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
510 Clearwater Loop, Suite 101, Post Falls, Idaho 83854
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the Exchange Act pursuant to Section 12(g) of the Exchange Act
and is effective pursuant to General and is effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. |X| following box. [ ]
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Securities Act registration statement file number to which this form
relates: None
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(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, $0.001 par value per share American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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This Form 8-A relates to the common stock of Lifestream Technologies,
Inc., a Nevada corporation.
Authorized and Outstanding Capital Stock
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Lifestream's articles of incorporation authorize 50,000,000 shares of
common stock, par value of $0.001 per share, and 5,000,000 shares of preferred
stock, par value of $0.001 per share. As of September 30, 2000, 19,439,351
shares of common stock were issued and outstanding. Lifestream has issued no
preferred stock.
Lifestream's articles of incorporation provide that the preferred stock
will not possess voting rights to elect directors, and vest authority in its
board of directors to prescribe the preferential rights of the preferred stock.
The board of directors of Lifestream is authorized to determine the
amount of consideration for which Lifestream will sell its capital stock,
provided such consideration is not less than par value.
Quorum and Voting
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The holders of a majority of the capital stock issued and outstanding
and entitled to vote, either present in person or represented by proxy,
constitutes a quorum at all meetings for the transaction of business. Holders of
common stock have the exclusive right to elect directors, and each holder of
common stock is entitled to one vote per share on all matters to be voted upon.
Holders of common stock are not entitled to cumulate votes for the election of
directors or for any other matter upon which holders of common stock are to vote
upon.
Preemptive or Preferential Rights
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No holder of shares of common stock is entitled to any form of
preemptive or preferential rights to subscribe to any unissued stock, or any
other securities which Lifestream may issue.
Dividends
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Subject to the future rights, preferences and privileges of holders of
any class or series of preferred stock that Lifestream may issue in the future,
the board of directors may declare and pay dividends upon the shares of its
common stock in accordance with applicable law. Dividends may be paid in cash,
in property, or in shares of capital stock. However, Nevada law provides that no
distribution may be made if, after giving it effect, either (1) the corporation
would not be able to pay its debts as they become due in the usual course of
business, or (2) the corporation's total assets would be less than the sum of
its total liabilities plus the amount that would be needed, if the corporation
were to be dissolved at the time of distribution, to satisfy the preferential
rights upon dissolution of stockholders whose preferential rights are superior
to those receiving the distribution.
Liquidation
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Subject to the future rights, preferences and privileges of holders of
any class or series of preferred stock that Lifestream may issue in the future,
upon the liquidation, dissolution or winding up of Lifestream, holders of common
stock will be entitled to share ratably in the net assets available for
distribution after the payment of all debts and liabilities.
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Item 2. Exhibits
1.1 Articles of Incorporation of Utah Coal and Chemicals
Corporation (now known as Lifestream Technologies, Inc.) filed
with the Nevada Secretary of State on April 16, 1979.(1)
1.2 Amendment to the Articles of Incorporation of Utah Coal and
Chemicals Corporation (now known as Lifestream Technologies,
Inc.) filed with the Nevada Secretary of State on October 16,
1987.
1.3 Amendment to the Articles of Incorporation of Utah Coal and
Chemicals Corporation (now known as Lifestream Technologies,
Inc.) filed with the Nevada Secretary of State on February 14,
1994.1
2.1 Bylaws of Lifestream Technologies, Inc.(1)
1 Filed as an Exhibit to Lifestream's Form 10-SB filed with the Securities and
Exchange Commission on December 26, 1996 (SEC File No. 000-29058) and
incorporated herein by reference.
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.
LIFESTREAM TECHNOLOGIES, INC.
/s/ Christopher Maus
Date: October 6, 2000 ------------------------
Christopher Maus
Chief Executive Officer
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Index to Exhibits
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Exhibit Page
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1.1 Articles of Incorporation of Utah Coal and Chemicals
Corporation (now known as Lifestream Technologies,
Inc.) filed with the Nevada Secretary of State on
April 16, 1979.1
1.2 Amendment to the Articles of Incorporation of Utah
Coal and Chemicals Corporation (now known as
Lifestream Technologies, Inc.) filed with the
Nevada Secretary of State on October 16, 1987.
1.3 Amendment to the Articles of Incorporation
of Utah Coal and Chemicals Corporation (now
known as Lifestream Technologies, Inc.) filed
with the Nevada Secretary of State on
February 14, 1994.1
2.1 Bylaws of Lifestream Technologies, Inc.1
1 Filed as an Exhibit to Lifestream's Form 10-SB filed with the Securities and
Exchange Commission on December 26, 1996 (SEC File No. 000-29058) and
incorporated herein by reference.
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