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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
UNISTAR FINANCIAL SERVICE CORP.
(Exact name of registrant as specified in its charter)
Delaware 87-0419568
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(State of incorporation or organization) (I.R.S. Employer Indemnification No.)
4635 McEwen Road, Dallas, Texas 75244
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(Address of principal executive offices) (Zip Code)
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
Common Stock, $.01 par value American Stock Exchange
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), check the following box. [X]
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), check the following box. [X]
Securities Act registration statement file number to which this form relates:
___________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital stock of Unistar Financial Service Corp. (the
"Company") consists of (i) 50,000,000 shares of Common Stock, par value $.01 per
share, 24,009,372 shares of which were outstanding as of December 31, 1998; and
(ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, none of
which is outstanding. At December 31, 1998, there were approximately 550
stockholders of record of the Company's Common Stock. On August 17, 1998, the
Company's stockholders approved a one-for-fifteen reverse stock split of the
Company's Common Stock, and all share amounts contained herein have been
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adjusted for such reverse stock split. At the same meeting, the Company's
stockholders approved the 1998 Stock Option Plan, and reserved 1,000,000 shares
of the Company's Common Stock for issuance thereunder.
Subject to the rights of the holders of any Preferred Stock that may be
outstanding, each holder of Common Stock on the applicable record date is
entitled to receive such dividends as may be declared by the Board of Directors
out of funds legally available therefor, and, in the event of liquidation, to
share pro rata in any distribution of the Company's assets after payment of
providing for the payment of liabilities and the liquidation preference of any
outstanding Preferred Stock. Each holder of Common Stock is entitled to one vote
for each share held of record on the applicable record date on all matters
presented to a vote of stockholders, including the election of directors.
Holders of Common Stock have no cumulative voting rights or preemptive rights to
purchase or subscribe for any stock or other securities, and there are no
conversion rights or redemption or sinking fund provisions with respect to such
stock. All outstanding shares of Common Stock are fully paid and non-assessable.
The Company has not paid dividends on its Common Stock and anticipates
that for the foreseeable future all earnings, if any, will be retained for the
operation and expansion of the Company's business. Any future determination to
pay cash dividends will be made by the Board of Directors in light of the
Company's earnings, financial position, capital requirements and such other
factors as the Board of Directors deems relevant. Moreover, the ability of the
Company to pay dividends if and when its Board of Directors determines to do so,
may be restricted by applicable provisions of the Delaware General Corporation
Law and by regulatory limits on the amount of dividends that the Company
receives from its insurance subsidiary, Unistar Insurance Company.
ITEM 2. EXHIBITS.
3.1 Articles of Incorporation, as amended.(1)
3.2 Bylaws of the Registrant, as amended.(1)
3.3 Certificate of Amendment to Certificate of Incorporation
authorizing one-for-fifteen reverse stock split, filed with
the Secretary of State of Delaware on August 17, 1998.(2)
4.1 Specimen Certificate of Common Stock.(3)
(1) Incorporated by reference to the Registrant's Form 10-KSB for the year
ended December 31, 1997.
(2) Incorporated by reference to the Registrant's Report on Form 8-K filed
September 2, 1998.
(3) Filed herewith.
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.
UNISTAR FINANCIAL SERVICE CORP.
Dated: April 30, 1999 By: /s/ MARC A. SPARKS
-----------------------------------
Marc A. Sparks
Chairman and Chief Executive
Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
3.1 Articles of Incorporation, as amended.(1)
3.2 Bylaws of the Registrant, as amended.(1)
3.3 Certificate of Amendment to Certificate of Incorporation
authorizing one-for-fifteen reverse stock split, filed with
the Secretary of State of Delaware on August 17, 1998.(2)
4.1 Specimen Certificate of Common Stock.(3)
</TABLE>
(1) Incorporated by reference to the Registrant's Form 10-KSB for the year
ended December 31, 1997.
(2) Incorporated by reference to the Registrant's Report on Form 8-K filed
September 2, 1998.
(3) Filed herewith.
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EXHIBIT 4.1
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<S> <C> <C>
[STAR]
NUMBER
[UFS] UNISTAR FINANCIAL SERVICE CORP. SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 90921U 10 0
THIS CERTIFIES THAT
is the registered holder of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK WITH A PAR VALUE $.001 PER SHARE IN THE CAPITAL OF
UNISTAR FINANCIAL SERVICE CORP.
transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
IN WITNESS WHEREOF the Corporation has caused this certificate to be signed by its duly authorized officers.
Dated:
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
PRESIDENT AND CHIEF FINANCIAL OFFICER CHAIRMAN AND CHIEF EXECUTIVE OFFICER
[UNISTAR FINANCIAL SERVICE CORP. CORPORATE SEAL]
COUNTERSIGNED AND REGISTERED
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.)
BY: TRANSFER AGENT
AND REGISTRAR,
AUTHORIZED SIGNATURE
</TABLE>
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The Corporation will furnish to any stockholder without charge upon
request to the Transfer Agent named on the face of this Certificate a statement
of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian ___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, __________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint ___________________________________________,
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated:_____________________________
NOTICE:___________________________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED:___________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN,
MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF
IMDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.
