SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A12G/A
POST-EFFECTIVE AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The American Education Corporation
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(Exact name of registrant as specified in its charter)
Colorado
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(State of incorporation or organization)
84-0838184
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(I.R.S. Employer Identification No.)
7506 N. Broadway Extension, Suite 505, Oklahoma City, Oklahoma
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(Address of principal executive offices)
73116
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(Zip Code)
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:
None
This Form 8-A12G/A amends and restates in its entirety our Form 8-A filed on
April 25, 1983.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 1. Description of Registrant's Securities to be Registered.
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The Company is authorized to issue 30,000,000 shares of the Company's common
stock, $0.025 par value per share (the "Common Stock"), which Common Stock is
quoted on the OTC Bulletin Board. There are 14,083,128 shares of Common Stock
presently outstanding. The Company also has authorized 50,000,000 shares of
preferred stock. There are currently no outstanding shares of preferred
stock. This summary of certain provisions of the Common Stock and preferred
stock of the Company does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of the Company's Articles of
Incorporation and the provisions of applicable law.
Common Stock
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All shares of Common Stock have equal voting rights, and each outstanding share
of Common Stock entitles the holder to one vote. Cumulative voting in the
election of directors is not permitted. One-third of the Company's outstanding
shares entitled to vote, represented in person or by proxy, constitute a quorum
at any meeting of the shareholders. When a quorum is present, the number of
nominees equaling the number of directors to be elected and having the highest
number of votes cast in favor of their election are elected to the Board of
Directors. Except as otherwise required by law, if a quorum is present, a
matter is approved if the votes cast favoring the action exceed the votes cast
opposing the action, which means that the holders of a majority of the shares
represented at any meeting at which a quorum is present will be able to elect
all of the directors if they choose to do so and, in such event, the holders
of the remaining shares will not be able to elect any directors.
Holders of shares of Common Stock are entitled to receive dividends if and when
declared by the Board of Directors out of funds legally available therefor,
subject to any preference that may be applicable to any then outstanding
preferred stock. Upon the voluntary or involuntary liquidation of the Company,
holders of Common Stock are entitled to receive ratably all assets remaining
after payment of all obligations of the Company and the liquidation preference
of any then outstanding preferred stock. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights to acquire securities
of the Company. There are no redemption or sinking fund provisions applicable
to the Common Stock.
Preferred Stock
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The Board of Directors has the authority, without further vote or action by the
shareholders (unless shareholder approval is required in a specific case by
applicable laws or regulations or stock exchange rules) to issue from time to
time up to 50,000,000 shares of preferred stock as one class without series or
in one or more series and to fix by resolution the designations, preferences,
limitations and relative rights of the one class or each such series. The class
as a whole or any series of preferred stock could, as determined by the Board of
Directors at the time of issuance, rank with respect to dividends, limited
voting rights, redemption and liquidation rights, senior to the Company's Common
Stock.
Certain Effects of Authorized but Unissued Stock
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The existence of unissued and unreserved Common Stock or preferred stock could,
in certain instances, render more difficult or discourage a merger, tender
offer or proxy contest, and thus potentially have an "anti-takeover" effect.
An issuance of stock can make acquisition of a company more difficult or more
costly. An issuance of stock could deter the type of transactions that may be
proposed or could discourage or limit the shareholders' participation in certain
type of transactions that might be proposed (such as a tender offer), whether or
not such transactions were favored by the majority of the shareholders, and
could enhance the ability of officers and directors to retain their position.
The Board of Directors of the Company will, however, consider any proposals to
acquire control of the Company that may arise in the future in accordance with
their fiduciary duties and their judgment as to the best interests of the
shareholders of the Company at that time.
Item 2. Exhibits.
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4.1 Amended and Restated Articles of Incorporation of the Company (Exhibit 3.1
of the current report on Form 8-K (File No. 000-11078), filed June 25, 1998)
are hereby incorporated by reference.
4.2 Restated Bylaws of the Company (Exhibit 4.2 of the Form S-8 (File No.
333-89583), filed October 22, 1999) are herein incorporated by reference.
4.3 Form of Stock Certificate (Exhibit 4.3 of the Form S-8 (File No.
333-89583), filed October 22, 1999) is hereby incorporated by reference.
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.
THE AMERICAN EDUCATION CORPORATION
By: /s/ Jeffrey E. Butler
Jeffrey E. Butler, Chief Executive Officer
Date: August 29, 2000
