FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WALLSTREET RACING STABLES, INC.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
COLORADO 84-1313024
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5525 ERINDALE DRIVE, SUITE 201, COLORADO SPRINGS, COLORADO 80918
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(Address of principal executive offices) (Zip Code)
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 None
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___________________ ______________________________
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If this form relates to the registration of a class of securities pursuant to
12(b) of the Exchange Act and is effective pursuant to General Instruction
A(c), 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), check the following box. [X]
Securities Act registration statement file number to which this form relates
_________________ (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, $.001 par value per share
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital of Wallstreet Racing Stables,
Inc. ("Company") consists of 20,000,000 shares, of
which 5,000,000 are Preferred Stock, par value $.01 per
share, and 15,000,000 shares are Common Stock, par
value $.001 per share.
Common Stock.
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This Registration Statement relates to the Common
Stock of the Company, par value $.001 per share. The
Articles of Incorporation of the Company, as amended,
authorize the issuance of a maximum of 15,000,000
shares of Common Stock.
Each share of Common Stock is entitled to one vote
in all meetings of shareholders. All shares of Common
Stock are equal to each other with respect to
liquidation rights and dividend rights. There are no
preemptive rights to purchase any additional shares of
Common Stock. The Certificate of Incorporation of the
Company prohibits cumulative voting in the election of
directors. Directors may be elected by a plurality of
shares cast at any shareholders' meeting. All other
actions requiring a vote of the shareholders require a
majority of the votes cast at the meeting under the
Company's Articles of Incorporation. In the event of
liquidation, dissolution, or winding up of the Company,
holders of the Common Stock will be entitled to
receive, on a prorata basis, all assets of the Company
remaining after satisfaction of all liabilities and all
liquidation preferences, if any, granted to holders of
Preferred Stock of the Company.
As of the date of filing this Registration
Statement, the Company had outstanding an aggregate of
697,000 shares of Common Stock.
Possible Restrictions on Common Stock.
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Under regulations adopted by various state
thoroughbred horse racing commissions, persons who
acquire substantial amounts of a corporation licensee's
stock (generally ranging from four to ten percent) must
themselves be licensed by the racing commission. The
process of licensing involves filing an application with
the racing commission, payment of a small fee and a
background investigation, including financial condition
and criminal history. In order to accommodate the
possibility that one or more purchasers of Company
Stock may not qualify as licensees, the Company's
Articles of Incorporation have been amended to provide
that the Company may repurchase any stock of an
investor who fails to qualify as a licensee when
required. The Amendment provides, in pertinent part,
that the investor will sell, and the Company will
purchase, any Common Share of such person or entity for
a purchase price equal to the current market price of
the securities within thirty days of written request by
the Company. Stop transfer instructions will be placed
with the Company's transfer agent for Common Shares
owned by any investor who refuses to comply with such
provision.
The restrictions noted in the foregoing paragraph
will be contained in a legend on each certificate
issued by the Company.
Preferred Stock.
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The Articles of Incorporation of the Company
authorize the issuance of a maximum of 5,000,000 shares
of Preferred Stock, par value $.01 per share. This
Registration Statement does not cover any of the
Preferred Stock.
The Articles of Incorporation vests the Board of
Directors of the Company with the authority to divide
the class of Preferred Stock into series and to fix and
determine the relative rights and preferences of the
shares of any such series so established to the full extent
permitted by the laws of the State of Colorado and the
Articles of Incorporation in respect of, among other
things, (a) the number of shares of Preferred Stock to
constitute such series and the distinctive designation
thereof; (b) the rate and preference of dividends, if
any, the time of payment of dividends, whether
dividends are cumulative and the date from which any
dividends shall accrue; (c) whether the Preferred Stock
may be redeemed, and if so, the redemption price and
the terms and conditions of redemption; (d) the
liquidation preference payable on Preferred Stock in
the event of any voluntary or involuntary liquidation;
(e) sinking fund or other provisions, if any, for
redemption or purchase of Preferred Stock; (f) the
terms and conditions by which the Preferred Stock may
be converted, if the Preferred Stock of any series is
issued with the privilege of conversation; and (g)
voting rights, if any.
As of the date of filing this Registration
Statement, there are no shares of Preferred Stock
outstanding.
Item 2. Exhibits.
The following Exhibits are filed or incorporated in
this Registration Statement:
Exhibit No.
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1.1 * Articles of Incorporation of the Company as filed
with the Colorado Secretary of State on July 19, 1995.
1.2 * Articles of Amendment to the Articles of Incorporation
of the Company as filed September 18, 1995 with the
Secretary of State of Colorado.
1.3 * Specimen Certificate for Common Stock, $.001 par value
per share.
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* Incorporated herein by reference to the Registration
Statement on Form SB-2, Commission File No. 333-29859.
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.
WALLSTREET RACING STABLES, INC.
Date: 2/19/98 By: /s/ Raymond E. McElhaney
_________ _____________________________
Raymond E. McElhaney,
President and Chief Executive Officer
