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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934
eCHAPMAN.COM, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 52-2184621
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
World Trade Center-Baltimore
28th Floor, 401 E. Pratt Street
Baltimore, Md 21202
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(Address of principal executive offices) (Zip Code)
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If this form relates to If this form relates to
the registration of a the registration of
class of securities a class of securities
pursuant to Section 12(b) pursuant to Section 12(g)
of the Exchange Act and is of the Exchange Act and is
effective pursuant to effective pursuant to
General Instruction A.(c), General
please check the following Instruction A.(d), please
box. / / check the following
box. /X/
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Securities Act registration statement file number to which
this form relates: 333-/ /If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so Name of Each Exchange on Which
Registered: Each Class is to be Registered:
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock
Holders of common stock, par value $0.001 per share (the "Common
Stock"), of EChapman.com, Inc. (the "Company") to be registered hereunder are
entitled to one vote for each share held of record on all matters submitted
to a vote of stockholders. Stockholders do not have cumulative voting rights.
Holders of Common Stock are entitled to receive ratably such dividends as may
be declared from time to time by the Board of Directors out of funds legally
available therefor. In the event of a dissolution, liquidation or winding-up
of the Company, holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities. Holders of Common Stock have
no right to convert their Common Stock into any other securities. The Common
Stock has no preemptive or other subscription rights. There are no redemption
or sinking fund provisions applicable to the Common Stock.
State Anti--Takeover Provisions
Business Combination Law
The Maryland General Corporation Law (the "MGCL") imposes conditions
and restrictions on certain "business combinations" (including, among other
various transactions, a merger, consolidation, share exchange, or, in certain
circumstances, an asset transfer or issuance of equity securities) between a
Maryland corporation and any person who beneficially owns at least 10% of the
corporation's stock (an "Interested Stockholder"). Unless approved in advance
by the Board of Directors, or otherwise exempted by the statute, such a
business combination is prohibited for a period of five years after the most
recent date on which the Interested Stockholder became an Interested
Stockholder. After such five-year period, a business combination with an
Interested Stockholder must be: (a) recommended by the corporation's Board of
Directors; and (b) approved by the affirmative vote of at least (i) 80% of
the corporation's outstanding shares entitled to vote and (ii) two-thirds of
the outstanding shares entitled to vote which are not held by the Interested
Stockholder with whom the business combination is to be effected, unless,
among other things, the corporation's common stockholders receive a "fair
price" (as defined in the statute) for their shares and the consideration is
received in cash or in the same form as previously paid by the Interested
Stockholder for his shares. The Company is subject to the provisions of this
statute; however, the Company's Charter exempts Nathan A. Chapman, Jr., the
Company's President and controlling stockholder, persons to whom Mr. Chapman
directly transfers his voting stock, and the respective affiliates and
associates of Mr. Chapman and such transferees.
Control Share Acquisition Law
Under the MGCL's control share acquisition law, voting rights of
shares of stock of a Maryland corporation acquired by an acquiring person at
ownership levels of 20%, 33-1/3% and 50% of the outstanding shares are denied
unless conferred by a special stockholder vote of two-thirds of the
outstanding shares held by persons other than the acquiring person, and
officers of the corporation and directors who are employees of the
corporation or, among other exceptions, such acquisition of shares is made
pursuant to a merger agreement with the corporation or the corporation's
charter or bylaws permit the acquisition of such shares prior to the
acquiring person's acquisition thereof. Unless a corporation's charter or
bylaws provide otherwise, the statute permits such corporation to redeem the
acquired shares at "fair value" if the voting rights are not approved or if
the acquiring person does not deliver a "control share acquisition statement"
to the corporation on or before the tenth day after the control share
acquisition. The acquiring person may demand a stockholders' meeting to
consider authorizing voting rights for control shares subject to certain
disclosure obligations and payment of certain costs. If voting rights are
approved for more than fifty percent of the outstanding stock, objecting
stockholders may have their shares appraised and repurchased by the
corporation for cash. The Company is generally subject to the provisions of
this statute; however, the Company's Charter exempts Nathan A. Chapman, Jr.,
the Company's President and controlling stockholder, persons to whom Mr.
Chapman directly transfers any shares of stock of the Company, including
transfers of voting rights or other interests in any such stock, and the
respective affiliates and associates of Mr. Chapman and such transferees.
Item 2. EXHIBITS.
I. A. Articles of Amendment and Restatement dated November 12, 1999
(incorporated herein by reference to the Company's
Registration Statement on Form SB-2 dated November 15, 1999)
B. Bylaws of the Company (incorporated herein by reference to
the Company's Registration Statement on Form SB-2 dated
November 15, 1999).
C. Form of Specimen of Common Stock Certificate (incorporated
herein by reference to the Company's Registration Statement
on Form SB-2 dated November 15, 1999).
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SIGNATURES
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.
eChapman.com, Inc.
Date: November 15, 1999 By: /s/ NATHAN A. CHAPMAN, JR.
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Nathan A. Chapman, Jr.
President
