UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
U.S. Harvest Medical Technologies Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-2037424
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
One East Chase Street
Suites 1112 & 1113
Baltimore, Md. 21202
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(Address of principal executive offices) (Zip Code)
If this form relates to If this form relates to
the registration of a the registration of a
class of securities 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 Instruction A.(d),
please check the following please check the following
box. / / box. /X/
Securities Act registration statement file number to which this form
relates: 000-31239
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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None None
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock - $0.0038 Par Value
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(Title of Class)
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock
For a description of the common stock, $.0038 par value, of
the Registrant (the "Common Stock") being registered hereunder
reference is hereby made to the information under the heading
"Description of Capital Stock -- Common Stock" of the Registrant's
Prospectus forming a part of the Registrant's Registration Statement on
Form 10-SB12G (File No. 000-31239) filed with the Securities and
Exchange Commission on August 4, 2000 (the "Registration Statement").
The aforementioned description in the Prospectus is hereby incorporated
by reference herein and made a part of this registration statement.
Holders of common stock, par value $0.0038 per share (the
"Common Stock"), of U.S. Harvest Medical Technologies Corporation (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 therefore. 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.
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.
Item 2. EXHIBITS.
I. A. Articles of Incorporation (incorporated herein by reference
to the Company's Registration Statement on Form 10-SB12G
dated August 4, 2000).
B. Bylaws of the Company (incorporated herein by reference to
the Company's Registration Statement on Form 10-SB12G dated
August 4, 2000).
C. Form of Specimen of Common Stock Certificate (incorporated
herein by reference to the Company's Registration Statement
on Form 10-SB12G dated August 4, 2000).
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.
U.S. Harvest Medical
Technologies Corporation
Date: August 29, 2000 By: /s/ WILLIAM L. ROBINSON, JR.
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William L. Robinson, Jr.
Chairman & CEO
