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
WASATCH PHARMACEUTICAL, INC.
(Exact name of registrant as specifies in its charter)
Utah 84-0854009
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
714 East 7200 South, Midvale, Utah 84047
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered under Section 12(b) of the Act:
Name of Each Exchange on which
Title of Each Class Each Class is to be
to be so Registered Registered
None n/a
Securities to be registered under Section 12(g) of the Act:
Common Stock $0.001 par value
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The capital stock hereby registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934 are common shares of the Company having a par
value of $0.001 per share (the "Shares"). The Company's charter authorizes the
issuance of up to 50,000,000 Shares.
Holders of the Shares are entitled to receive dividends when and as
declared by the Board of Director out of funds legally available therefor. Any
such dividends may be paid in cash, property or shares of the Company's common
stock. The Company has not paid any dividends since its formation and it is not
likely that any cash dividend on the outstanding stock will be declared at any
time in the foreseeable future. It is the present policy of the Board of
Directors of the Company to retain any earnings for use in the business of the
Company. Any future dividends will be subject to the discretion of the Company's
Board of Directors and will depend upon, among other things, the operation and
financial condition of the Company and its capital requirements and general
business conditions. Therefore, there can be no assurance that any dividends on
the Company's outstanding stock will be paid in the future.
The Shares are not subject to any terms of conversion, sinking fund
provisions or redemption provisions. Each Share holder shall have one vote in
respect to each Share held by such holder on each matter voted upon by the
shareholders. No shareholder shall be entitled to cumulate his vote for the
election of directors or for any other reason. One-half of the total voting
power of the outstanding Shares constitute a quorum at a meeting of the
shareholders. If a quorum is present, the affirmative vote of the majority of
the voting power represented by Shares at the meeting constitute action by the
shareholders.
The Board of Directors has not made any separate classification of the
Shares. After payment of all liabilities, the holders of Shares shall be
entitled to receive all the the remaining assets of the Company, tangible and
intangible, of whatever kind available for distribution of shareholders, ratably
in proportion to the number of Shares held by each.
The Shares have no preemption rights and are not subject to further call or
assessment by the Company. The Shares are not subject to liabilities of the
Company imposed upon shareholders by state statute. Other than as imposed by
federal and state securities laws, there are no restriction on alienability of
the Shares and there are no provisions discrimination against any existing or
prospective holder of Shares as a result of such holder owning a substantial
amount of Shares.
2
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Item 2. Exhibits
None Required.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchanges Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undesigned, thereto duly authorized.
(Registrant) WASATCH PHARMACEUTICAL, INC.
Date: July 29, 1997
By: /s/ David K. Giles
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David K. Giles, Secretary
