SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NTC HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
New York 112647209
(State of Incorporation or Organization)(IRS Employer
Identification No.)
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.
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:
Title Of Each class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
___________________________ ______________________________
____________________________ ______________________________
Securities to be registered pursuant to Section 12(g) of the
Act:
___________________________Common Stock_________________________
(Title of Class)
_________________________________________________________________
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The Company is currently authorized to issue twenty-six
million (26,000,001) shares of $.001 par value common stock. All
shares, when issued, will be fully paid and nonassessable. All
shares are equal to each other with respect to liquidation and
dividend rights. Holders of voting shares are entitled to one vote
for each share they own at any shareholders' meeting.
Holders of shares of common stock are entitled to receive
such dividends as may be declared by the Board of Directors out of
funds legally available therefor, and upon liquidation are entitled
to participate pro-rata in a distribution of assets available for
such distribution to shareholders. There are no conversion,
preemptive or other subscription rights or privileges with respect
to any shares.
The common stock of the Company does not have cumulative
voting rights which means that the holder of more than 50% of the
voting shares voting for election of directors may elect all of the
directors if they choose to do so. In such event, the holders of
the remaining shares aggregating less than 50% will not be able to
elect any directors.
ITEM 2. EXHIBITS.
The following documents are filed herewith as exhibits.
Articles of Incorporation (May 1983)
Articles of Amendment (April 1990)
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.
________________________
NTC Holdings, Inc.
Date__June 13, 2000_____ By/s/ Dean H. Becker
Dean H. Becker, President
1 Print the name and title of the signing officer under his signature.
CERTIFICATE OF INCORPORATION
OF
NATIONAL THOROUGHBRED CORP.
(Under Section 402 of the Business Corporation Law)
The undersigned, being of the age of twenty-one years or
over, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the State of
New York, does hereby certify:
FIRST: The name of the Corporation is:
NATIONAL THOROUGHBRED CORP.
SECOND: The purpose for which it is formed is:
To engage in any lawful act or activity
for which corporations may be organized
under this chapter, and is not formed to
engage in any act or activity requiring
the consent or approval of any state
official, department, board, agency or
other body without such consent or
approval first being obtained.
THIRD: The office of the Corporation is to be
located in the City, State, and Country
of New York.
FOURTH: The total number of shares of stock when
the Corporation shall have authority to
issue is 200 shares of no par value.
FIFTH: The Secretary of State is designated as
the agent of the Corporation upon when process
against the Corporation may be served. The
address to which the Secretary of State shall
mail a copy of ray process against the
Corporation served upon it is 275 Madison
Avenue, New York, New York 10016,
Attention: Daniel L. Lieberman.
IN WITNESS WHEREOF, I have made, signed and acknowledge this
certificate this 9th day of May, 1983.
________________________
Maria C. Velock
90 Park Avenue
New York, New York
10016
STATE OF NEW YORK )
: ss.;
COUNTRY OF NEW YORK )
On the 9th day of May, 1983, before me personally came
Maria C. Velock, to me known and known to me to be the person
described in and who executed the foregoing instrument, and
acknowledged that he executed the same.
________________________
Notary Public
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
NATIONAL THOROUGHBRED CORP.
Under
Section 805 of the
New York Business Corporation Law
It is hereby certified that:
(1) The name of the corporation is National Thoroughbred
Corp.
(2) The date its Certificate of Incorporation was filed
by the Department of the state of New York is May 12,
1983
(3) The following amendments were recently authorized by
the vote of Corporation's Board of Directors and
followed by vote of holders of all outstanding share
entitled to vote thereon at the meeting of
shareholders of the Corporation.
1 The first numbered paragraph of the Corporation's
Certificate of Incorporation is hereby deleted in its
entirety and replaced with the following first article:
FIRST: The name of the Corporation is NTC HOLDINGS, INC.
(b) The fourth enumerated paragraph of the
Certificate of Incorporation which
authorized the Corporation to issued up to fifteen
million shares of common stock (par value $0.001) is
hereby deleted in its entirety and substituted is the
following provision which provides for an increase in the
common stick from fifteen million shares to twenty-five
million shares and the authorization of a new class of
preferred stock including one share of a Series A
Cumulative, Redeemable, Preferred Stock (par value
$0.001), and one million shares of Series B, Redeemable,
Preferred Stock (par value $0.001), as for fully
described as follows:
FOURTH: The aggregate number of shares which
the Corporation shall have the authority to issue is 26,000,001,
which are decided into one (1) share of the Series
A, Cumulative, Redeemable, Preferred Stock (par value
$0.001), one million shares of the Series B, Redeemable,
Preferred Stock (par value $0.001) and twenty-five
million Common shares (par value $0.001).
The statement of the relative rights, preferences,
and limitations of the shares of
each class is as follows:
Each issued and outstanding Series A, Cumulative,
Redeemable, Preferred share
shall entitle the holder of record thereof to receive out
of funds legally available therefor, when and as declared
by the Board of Directors, dividends in cash at the rate
of $36,936 per annum, which shall be payable annually on
the 1st day of April in each calendar year and which
shall be declared and set apart or paid before dividends
of any kind my be declared upon the Common shares and
before distributions of any kind my be made upon the
issued an outstanding Series B, Redeemable, Preferred
shares or Common shares. The right as aforesaid to
annual dividends upon the issued and outstanding Series
A, preferred shares shall be cumulative and shall be
deemed to accrue from and after the date of issuance
beginning April 1, 1991, whether dividends are earned or
whether there be funds legally available therefor, unless
and unit said dividends shall have been declared by the
Board of Directors. Whenever full dividends upon the
issued and outstanding Series A Preferred shares as
aforesaid for all past annual dividends periods shall
have been paid, without interest, and whenever full
dividends upon the issued and outstanding Series A
Preferred shares as aforesaid for the current annual
dividend period shall have been declared and either paid
or a sum sufficient for the payment thereof set aside in
full, without interest, the Board of Directors may
declare, set aside, or pay additional cash dividends,
and/or may make share distributions of the authorized
but unissued Common shares of the corporation and/or of
its treasury Common shares, if any, and/or may take
distributions of bonds or property of the corporation,
including the shares or bonds of other corporations. The
holders of record of the issued and outstanding Common
shares shall be entitled in respect of said Common shares
exclusively to receive any such additional cash dividends
which may be made, each declared and/or distributions.
The holders of record of the Series B, Redeemable
Preferred stock shall have no right to receive any
dividends. Any reference to "distributions" in this
paragraph shall not be deemed to include any
distributions made in connection with any liquidation,
dissolution, or winding up of the corporation, whether
voluntary or involuntary; nor shall any such reference to
"distributions" in relation to issued and outstanding
shares to deemed to limit, curtail, or divest the
authority of the Board of Directors to make any property
distribution, including distributions of authorized but
unissued Common shares, in relation to its treasury
Common shares, if any.
The corporation may, through its Board of Directors
and in conformity with the provisions of the Business
Corporation Law, at any time or form time to time, redeem
all or any part of the issued and outstanding Series A
Preferred shares or the Series B Preferred shares by
paying the holders of record thereof, out of funds
legally available therefore, the sum of $527,661 for each
share of Series B preferred to be of $10.00 for each
share of Series b Preferred to be redeemed plus an amount
equivalent to all annual dividends, if any, which have
been declared but not paid, to the date fixed for
redemption. In the event of such redemption, a notice
fixing the time and place of redemption shall be mailed
not less than thirty days prior to the dates so fixed to
each holder of record of the Preferred shares are to be
redeemed at his address as it appears on the record of
shareholders, In the event that less that all of the
issued and outstanding Series A or Series B Preferred
shares are to be redeemed, the shares to be redeemed
shall be chosen by lot, pro rata, or by such equitable
method as the Board of Directors may determine. On and
after the date fixed for such redemption, the holders of
the shares so called for redemption shall not be entitled
to any dividends and shall not have any rights or
interests as holders of said shares except to receive the
payment or payments herein designated, without interest
thereon, upon presentation and surrender of their
certificates therefor.
In the event of any liquidation, dissolution, or
winding up of the affairs of the corporation, whether
voluntary or involuntary, each issued and outstanding
Series A Preferred share shall entitle the holder of
record thereof to payment at the rate of the sum of
$527,661.00, plus an amount equal to all annual
dividends, if any, without interest, whether or not
earned or declared, which have accrued thereon to the
date of payment before any payment or distribution of the
net assets of the corporation (whether stated capital or
surplus) shall be made to or set apart for the holders
of record of the issued and outstanding Series A
Preferred shares, each issued and outstanding Series B
Preferred shares shall entitle the holder or record
thereof to payment at the rate of $10.00 per share,
before any payment or distribution of or the net assets
of the Corporation (whether stated capital or surplus)
shall be made to or set apart for the holders of the
record of the issued and outstanding Common share in
respect of said Common share after setting apart or
paying in full the preferential amounts aforesaid to the
holders of the record of the issued and outstanding
Series B, Preferred shares. The remaining net assets
(whether stated capital or surplus), if any, shall be
distributed exclusively to the holders of record of the
issued and outstanding Common shares. Each issued and
outstanding Common share entitling the holder of record
thereof to receive an equal proportion of said remaining
net assets. If the net assets of the corporation shall
be insufficient to pay in full the preferential amounts
among the holders of the Series A, Preferred shares as
aforesaid, then each issued and outstanding Series A
preferred share shall entitle the holder of record
thereof to an equal proportion of said net assets, and
the holders of the Series B, Preferred shares and Common
shares shall in no event be entitled to participate in
the distribution of said net assets in the respect of
their Series B, Preferred Shares and Common shares as the
case may be. If after any payment in full of the full
preferential amounts among the holders of the Series A
Preferred shares as aforesaid, the net assets of the
corporation shall be insufficient to pay in full the
preferential amounts among the holders of the Series B
Preferred shares as aforesaid, then each issued and
outstanding Series B Preferred share shall entitle the
holder of record thereof to an equal proportion of said
net assets in respect of their Common shares. Without
excluding any other proceeding which does not in fact
effect a liquidation, dissolution, or winding up of the
corporation a merger or consolidation of the corporation
into or with any other corporation a merger of any other
corporation into the corporation, participate by the
corporation in a plan for share exchanges with another
corporation, or a sale, lease, mortgage, pledge,
exchange, transfer, or other disposition by the
corporation of all or substantially all f its assets
shall not be deemed, for the purpose of this paragraph,
to be a liquidation, dissolution, or winding up of the
corporation.
Each issued and outstanding Common share shall
entitle the holder thereof to full voting power. Except
as any provision of law my otherwise require, no
Preferred share shall entitle the holder thereof to any
voting power, to participate in any meeting of
shareholders, or to have notice of any meeting of
shareholders.
NATIONAL THOROUGHBRED CORP.
By: ss/ Lynn Latta
Lynn Latta
Vice President
ss/ Lee Sobel
Lee Sobel
Assistant Secretary
Dated: April 6, 1990
COMMONWEALTH OF KENTUCKY )
: SS.;
COUNTY OF FAYETTE )
I, Lynn Latta, being duly sworn, depose and state
that I am the Vice President of National Thoroughbred
Corp., the corporation named in and described in the
foregoing certificate and that I have read the foregoing
certificate and know the contents thereof to be true,
except as to be the matter therein state to be alleged
upon information and belief, and as to those matter, I
believe them to be true.
ss/ Lynn Latta
Sworn to before me this 27th
day of April, 1990.
ss/ Paula Bussert
Notary Public, State-at-Large
My Commission Expires: May 03, 1993
COMMONWEALTH OF KENTUCKY )
: SS.;
COUNTY OF FAYETTE )
I, Lee Sobel, being duly sworn, depose and state that I
am the Assistant Secretary of National Thoroughbred Corp., the
corporation named in and described in the foregoing
certificate and that I have read the foregoing certificate and
know the contents thereof to be true, except as the matter
therein state to be alleged upon information and belief, and
as to those matter, I believe then to be true.
ss/ Lee Sobel
Sworn to before me this 27th
day of April, 1990.
ss/ Pamela Bussert
Notary Public, State-at-Large
My Commission Expires: May 03, 1993
