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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
Eurogas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Utah 87-0427676
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
942 East 7145 South, #101A, Midvale, Utah 84047
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and Section 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instructions A.(c), please check the Instructions A.(d), please check the
following box. [ ] following box. [ x ]
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Securities Act registration statement file number to which this form relates
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to Be Registered
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Securities to be registered pursuant to 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 Company is authorized to issue 325,000,000 shares of Common Stock,
$0.001 per share par value (as well as 5,000,000 shares of Preferred Stock,
$0.001 per share par value, which Preferred shares are not being registered
hereunder). The holders of Common Stock do not have cumulative voting rights
and, therefore, a majority of the shares represented, in persons or by proxy, at
a meeting of stockholders at which a quorum is present are able to elect all
members of the board of directors then standing for election, and if they do so,
minority stockholders would not be able to elect any member of the board of
directors. The Company's bylaws provide that a majority of the issued and
outstanding shares of the Company constitutes a quorum for stockholders'
meetings, except to the extent that a greater percentage quorum is required by
statute.
Holders of the Common Stock have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common Stock is not
subject to redemption and carries no subscription or conversion rights. In the
event of liquidation of the Company, the shares of Common Stock are entitled to
share equally in corporate assets after satisfaction of all liabilities of the
Company and the payment of any liquidation preferences.
The Common Stock is subject to any voting, dividend, or liquidation
preferences that may be established by the board of directors of the Company in
designating a class of preferred stock. The Company currently has outstanding
shares of preferred stock with rights, privileges, and preferences superior to
those of the Common Stock.
Holders of Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally available
for the payment of dividends, subject to the preferential rights of holders of
outstanding preferred stock. The Company has not paid dividends with respect to
its Common Stock.
With respect to a description of Company preferred stock - not being
registered hereunder - reference is herewith made to the Company's Form S-1
Registration Statement (SEC File No. 333-59715) and in particular the section
contained therein entitled "Description of Securities to be Registered", the
full contents of such section being herewith incorporated by reference in
accordance with Rule 12b-32 under the Securities Exchange Act of 1934.
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ITEM 2. EXHIBITS.
The following exhibits are herewith incorporated by reference in
accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as
follows:
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Documents Incorporated by Reference Location
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Articles of Incorporation Registration Statement on form S-18,
File No. 33-1381-D, Exhibit No. 1
thereto
Amended Bylaws Annual Report on Form 10-K for the
fiscal year ended September 30, 1990,
Exhibit No. 1 thereto
Form 10-QSB for quarter ended March 31, 1996 Filed February 6, 1997
Form 10-QSB for quarter ended June 30, 1996 Filed February 6, 1997
Form 10-QSB for quarter ended September 30, 1996 Filed February 10, 1997
Form 10-KSB for year ended December 31, 1996 Filed May 21, 1997
Form 10-Q for quarter ended March 31, 1997 Filed May 23, 1997
Form 10-Q for quarter ended June 30, 1997 Filed August 15, 1997
Form 10-Q for quarter ended September 30, 1997 Filed November 14, 1997
Form 10-K for year ended December 31, 1997 Filed April 1, 1998
Form 10-Q for quarter ended March 31, 1998 Filed May 15, 1998
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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.
EUROGAS, INC.
/Hank Blankenstein/
By________________________
Hank Blankenstein, Vice President
Date: August 6, 1998
