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
Q-SEVEN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
333-6440
(Commission file number)
UTAH 87-0567618
(State or Other jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
FROHNKAMP 18
40789 MONHEIM, GERMANY
(Address of Principal Executive Offices)
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 General
Instruction A.(c), please check the following box [ ]. 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 General Instruction A.(d), please
check the following box [X].
Securities Act registration statement file number to which this form relates:
N/A (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
- ------------------- ------------------------------
NONE N/A
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant is registering its Common Stock of which 100,000,000 shares,
par value $.001, are currently authorized. The following is a description of the
Registrant's Common Stock. This description is not complete, and it is qualified
by reference to the Registrant's articles of incorporation, as amended,
incorporated herein by reference, the Registrant's by-laws, incorporated herein
by reference, and the laws of the State of Utah.
All shares of Common Stock have equal voting rights and are not assessable.
Voting rights are not cumulative, and, therefore, the holders of more than 50%
of the Common Stock of the Registrant could, if they chose to do so, elect all
of the directors.
Upon liquidation, dissolution or winding up of the Registrant, the assets
of the Registrant, after the payment of liabilities and after the satisfaction
of all preferred claims by shareholders of the Registrant's Preferred Stock
(assuming Preferred Stock is issued in the future), will be distributed pro rata
to the holders of the Common Stock. The holders of the Common Stock do not have
preemptive rights to subscribe for any securities of the Registrant and have no
right to require the Registrant to redeem or purchase their shares.
Holders of Common Stock are entitled to share equally in dividends when, as
and if declared by the Board of Directors of the Registrant, out of funds
legally available therefor after payment of any preferred dividends to the
holders of the Registrant's Preferred Stock. The Registrant has not paid any
cash dividends on its Common Stock, and it is unlikely that any such dividends
will be declared in the foreseeable future.
Although only Common Stock of the Registrant is being registered, the
rights of a holder of such Common Stock would be affected by the Registrant's
issuance of any Preferred Stock. For this reason, the Registrant's Preferred
Stock is described below.
The Registrant is authorized to issue 50,000,000 shares of Preferred Stock,
$.001 par value, none of which have yet been issued. The Preferred Stock may be
issued in series from time to time with such designation, rights, preferences
and limitations as the Board of Directors of the Registrant may determine by
resolution. The rights, preferences and limitations of separate series of
Preferred Stock may differ with respect to such matters as may be determined by
the Board of Directors, including, without limitation, the rate of dividends,
amounts payable on liquidation, sinking fund provisions (if any), conversion
rights (if any), and voting rights. The potential exists, therefore, that
Preferred Stock might be issued which would grant dividend preferences and
liquidation preferences to preferred shareholders over common shareholders.
Unless the nature of a particular transaction and applicable statutes
require such approval, the Board of Directors has the authority to issue
Preferred Stock without shareholder approval. The issuance of Preferred Stock
may have the effect of delaying or preventing a change in control of the
Registrant without any further action by shareholders.
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<PAGE>
ITEM 2. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
3.1 Articles of Incorporation, as amended: Incorporated by
reference to Exhibit 3.1 to Report on Form 10-QSB for the
quarter ended June 30, 1999.
3.2 By-laws: Incorporated by reference to Exhibit 3.2 to the
Report on Form 10-QSB for the quarter ended June 30, 1999.
3.3 Form of Stock Certificate for Registrant's Common Stock*
- -----------
* Filed herewith.
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<PAGE>
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.
Q-SEVEN SYSTEMS, INC.
Date: October 29, 1999 By: /s/ Philipp Kriependorf
----------------------------
Name: Philipp Kriependorf
Title: President
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3.1 Articles of Incorporation, as amended: Incorporated by
reference to Exhibit 3.1 to Report on Form 10-QSB for the
quarter ended June 30, 1999.
3.2 By-laws: Incorporated by reference to Exhibit 3.2 to the
Report on Form 10-QSB for the quarter ended June 30, 1999.
3.3 Form of Stock Certificate for Registrant's Common Stock*
- -----------
* Filed herewith.
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EXHIBIT 3.3
FORM OF STOCK CERTIFICATE
[FRONT OF STOCK CERTIFICATE]
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH
CUSIP NO. 74727Y 10 2
[Q-Seven Systems
Logo]
AUTHORIZED COMMON STOCK: 100,000,000 SHARES
PAR VALUE: $.001
Number Shares
------- ------
THIS CERTIFIES THAT _______________________________________________________
IS THE RECORD HOLDER OF _________________________________________________
Shares of Q-SEVEN SYSTEMS, INC. common stock
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and facsimile signatures of its
duly authorized officers.
Dated:
_________________________________ __________________________________
Secretary President
[Corporate
Seal]
NOT VALID UNLESS COUNTERSIGNED Countersigned:
BY TRANSFER AGENT Standard Registrar & Transfer Company, Inc.
12528 South 1840 East
Draper, Utah 84020
By: ____________________
Authorized Signature
<PAGE>
[BACK OF STOCK CERTIFICATE]
NOTICE: Signature must be guaranteed by a firm which is a member of a registered
national stock exchange, or by a bank (other than a savings bank), or a trust
company. The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulation:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JY TEN -- as joint tenants with the right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- _______ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors
Act ____________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, _________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated:______________________
____________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER
