SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A1
FOR REGISTRATION STATEMENT OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 193
MEDICAL DYNAMICS, INC.
------------------------------------------------
(Exact name of Registrant as specified in charter)
Colorado 84-0631765
-------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
99 Inverness Drive East
Englewood, Colorado 80112
(303) 790-2990
-------------------------------------------------
(Address, including zip code and telephone number,
including area code, of registrant's 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. [ ]
Securities Act registration statement file number to which this form relates:[ ]
(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
--------------
(Title of Class)
Page 1 of 3
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The following description updates the description of the Common Stock of
Medical Dynamics, Inc. (the "Registrant") previously registered under Section
12(g) of the Securities Exchange Act of 1934 on Form 8-A, as amended to date.
Common Stock
Authorized. The Registrant is authorized to issue 30,000,000 shares of $.01
par value common stock (the "Common Stock"). No holder of any shares of Common
Stock has any preemptive right to subscribe to any of the Registrant's
securities. Upon dissolution, liquidation or winding up of the Registrant, the
assets will be divided pro rata on a share-for-share basis among holders of the
shares of Common Stock and preferred stock if any shares are outstanding. All
shares of Common Stock outstanding are fully paid and nonassessable.
Dividends. Holders of Common Stock are entitled to dividends when, as and
if declared by the Board of Directors out of funds legally available therefor,
subject to the rights, if any, of holders of any outstanding shares of preferred
stock. The Registrant has not declared or paid any dividends on its Common Stock
and does not anticipate the declaration or payment of dividends in the
foreseeable future.
No Cumulative Voting. Each holder of Common Stock is entitled to one vote
per share with respect to all matters that are required by law to be submitted
to shareholders. The shareholders are not entitled to cumulative voting in the
election of directors. Accordingly, the holders of more than 50% of the shares
voting for the election of directors can elect 100% of the directors if they
choose to do so; and, in such event, the holders of the remaining less than 50%
of the shares voting for the election of the directors will be unable to elect
any person or persons to the Board of Directors.
No Preemptive Rights. Holders of Common Stock are not entitled to
preemptive rights to purchase additional shares of Common Stock when offered for
sale by the Registrant.
Item 2. Exhibits.
Number Description
- ------ -----------
3.1 Restated Articles of Incorporation (December 30, 1988).
Incorporated by reference to the Registrant's Form 10-Q for the
quarterly period ended December 31, 1988.
3.2 Amendment to Articles of Incorporation (Effective July 22, 1998).
Page 2 of 3
<PAGE>
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, thereunto duly authorized.
MEDICAL DYNAMICS, INC.
By: /s/ Van A. Horsley
------------------------------------
Van A. Horsley, President
Page 3 of 3
Exhibit 3.2
Amendment to
ARTICLES OF INCORPORATION
FOR
MEDICAL DYNAMICS, INC.
a Colorado corporation
RESOLVED, that pursuant to the provisions of the Colorado Business
Corporation Act, and as approved by the holders of a majority of the outstanding
voting stock at a meeting of the shareholders held on June 11, 1998, and a
recommendation of the Board of Directors of Medical Dynamics, Inc. (the
"Corporation"), the Restated Articles of Incorporation of the Corporation, as
amended (the "Articles"), are further amended as set forth herein.
1. ARTICLE IV of the Articles be and hereby is amended to read as follows:
ARTICLE IV
Capital Stock
A. The aggregate number of shares which this Corporation shall
have authority to issue shall be 35,000,000 shares which shall be
divided into classes and assigned a par value as follows:
30,000,000 shares of common stock, $.01 par value; and
5,000,000 shares of preferred stock, $.001 par value.
B. The Board of Directors, from time to time as it by
resolution may direct, may issue shares of common or preferred stock,
and may classify or divide the preferred stock into series. Each series
of preferred stock is to be appropriately designated prior to the
issuance of any shares thereof by some distinguishable letter, number,
or title. All shares of preferred stock shall be of equal rank and have
the same rights and preferences, and shall be subject to the same
qualifications, limitations, and restrictions without distinction
between the shares of different series thereof except as the Colorado
Business Corporation Act may allow differences between shares of
different series of preferred stock.
C. The capital stock, after the amount of the subscription
price has been paid in, shall not be subject to assessment to pay the
debts of the Corporation.
D. Any stock of the Corporation may be issued for money,
property, services rendered, labor done, cash advances for the
Corporation, or any other assets of value in accordance with the action
of the Board of Directors, whose judgment as to value received in
return therefor shall be conclusive, and said stock, when issued shall
be fully paid and non-assessable.
Amendment to Articles of Incorporation - Medical Dynamics, Inc.
Page 1 of 2
<PAGE>
2. The number of shares that voted for this amendment and restatement was
sufficient for approval.
3. This amendment to the Articles shall become effective at the close of
business on July 22, 1998.
IN WITNESS WHEREOF, Medical Dynamics, Inc. has caused this amendment to
the Corporation's Restated Articles of Incorporation to be signed this 3rd day
of July, 1998.
MEDICAL DYNAMICS, INC.
By: /s/ Van A. Horsley
--------------------------------
Van A. Horsley, President
Page 2 of 2
