FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATAMARK HOLDING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 87-0422824
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
348 E. Winchester Street, #220
Salt Lake City, Utah 84107
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(Address of principal executive offices)
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
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None
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following
box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
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(Title of class)
Item 1: Description of Registrant's Securities Being Registered
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Description of Common Stock Being Registered
The Company is authorized to issue 20,000,000 shares of its $.0001 par
value Common Stock. As of March 31, 1996, there were 6,079,953 shares of
Common Stock issued and outstanding. As of the date of this filing, there were
7,532,082 shares of Common Stock issued and outstanding. Holders of the
Company's Common Stock are entitled to receive dividends when and as declared
by the Board of Directors out of funds legally available therefor. Any such
dividends may be paid in cash, property or shares of capital stock of the
Company in accordance with applicable law. The Company has not paid any cash
dividends in the fiscal years for which financial information is presented and
does not anticipate declaring or paying any dividends in the foreseeable
future. Any future dividend will be subject to the discretion of the Company's
Board of Directors, and will depend upon, among other things, the operating
and financial condition of the Company, its capital requirements and general
business conditions. Furthermore, all dividends on the Common Stock will be
subject to any preferential dividend rights of the holders of preferred stock,
as described below. One of the Company's current notes payable prohibits the
declaration or paying of a dividend without the prior written consent of the
lender.
All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, are entitled to one vote per share on all matters to
be voted upon by stockholders. Cumulative voting is not allowed and a majority
of the issued and outstanding Common Stock present in person or by proxy at any
legally convened stockholders' meeting at which the directors are to be elected
will be able to elect all directors and the minority stockholders will not be
able to elect a representative to the board of directors.
Shares of Common Stock of the Company have no pre-emptive or conversion
rights, no redemption or sinking fund provisions, and are not liable for further
call or assessment. Each share of Common Stock is entitled to share ratably in
any assets available for distribution to the holders of Common Stock upon
liquidation of the Company.
Description of Preferred Stock Not Being Registered
The Company is authorized to issue up to 2,500,000 shares of its $.0001
par value preferred stock. As of the date of this filing, no preferred stock
was outstanding. Under the Company's Restated Articles of Incorporation, the
Company's Board of Directors is authorized, without shareholder approval, to
make divisions of the authorized preferred stock of the Company into classes
and into series within any class and to make determinations of the designation
and the number of shares of any class or series and the voting rights,
preferences, limitations and special rights, if any, of the shares of any class
or series, including the power to increase any previously determined number of
shares of any class or series of preferred stock to a number not greater than
the aggregate number of shares of preferred stock that the Company is authorized
to issue and to decrease the previously determined number of shares of any class
or series of preferred stock to a number not less than that then outstanding.
Currently unissued series of preferred stock may be granted voting
rights equal to or greater than those of the Common Stock. The preferred stock
may be granted preferential dividend rights, which dividends may cumulate from
year to year if unpaid. Dividends on the Common Stock may be prohibited until
the dividend rights of the preferred stock are satisfied. Holders of preferred
stock may also be granted the right to participate in any dividend which may be
declared on the Common Stock. On liquidation, holders of preferred stock may
be entitled to share in the liquidation proceeds after satisfaction of creditors
and prior to any distributions to the common stockholders to the extent of the
liquidation preference determined by the Board of Directors at the time of
issuance of the preferred stock. Holders of preferred stock may also be granted
the right to convert such stock into Common Stock and to compel the Company to
redeem the preferred stock on specified conditions or at specified times.
Because the terms of any class or series of preferred stock may be fixed
by the Board of Directors without stockholder action, such class or series
could be issued quickly with terms calculated to defeat a proposed takeover of
the Company, or to make the removal of management of the Company more difficult.
Under certain circumstances, this could have the effect of decreasing the market
price of the Common Stock. The Company is not aware of any such threatened
transaction to obtain control of the Company.
Transfer Agent
The Company's transfer agent is OTC Stock Transfer Company,
231 East 2100 South, Salt Lake City, Utah.
Item 2: Exhibits
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The following exhibits are filed as part of this registration statement:
Exhibits Exhibit Description Page or Location
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3.1 Articles of Incorporation, as amended *
3.2 By-laws *
* Incorporated by reference to the Registrant's Form 10-K for the year
ended June 30, 1995.
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.
Registrant: DATAMARK HOLDING, INC.
Date: May 23, 1996
By: /s/ Chad L. Evans
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Chad L. Evans
President
