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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
CENTRAXX, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0224219
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2700 Argentia Road, Suite #1000, Mississauga, Ontario Canada L5N 5V4
(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
............................ ...........................................
............................ ...........................................
............................ ...........................................
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. [ ]
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. [ ]
Securities Act registration statement file number to which this form
relates:
33-03358 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
.........................................................
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Our authorized capital stock consists of 200,000,000 shares of common
stock, $0.001 par value per share.
The following is a summary of certain provisions of our common stock
and amended Articles of Incorporation and bylaws.
COMMON STOCK
As of December 31, 1999, there were 17,907,081 shares of common stock
outstanding, held by approximately 653 stockholders of record. All outstanding
shares of common stock are fully paid and nonassessable.
The following summarizes the rights of holders of our common stock:
o each holder of shares of common stock is entitled to one vote
per share on all matters to be voted on by stockholders
generally, including the election of directors;
o there are no cumulative voting rights;
o the holders of our common stock are entitled to dividends and
other distributions as may be declared from time to time by
the board of directors out of funds legally available for that
purpose, if any;
o upon our liquidation, dissolution, or winding up, the holders
of shares of our common stock will be entitled to share
ratably in the distribution of all or our assets remaining
available for distribution after satisfaction of all our
liabilities; and
o the holders of common stock have no preemptive or other
subscription rights to purchase shares of our stock, nor are
they entitled to the benefits of any redemption or sinking
fund provisions; although the board of directors may determine
that we offer share of our stock solely to our stockholders in
such proportions as may be based on their current stock
ownership as the board may determine.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF NEVADA LAW AND OUR ARTICLES OF
INCORPORATION AND BYLAWS
We are subject to the provisions of Sections 411 through 444 of the
Nevada General Corporation Law. Subject to certain exceptions, those Sections
prohibit a Nevada corporation, with a class of its voting shares registered
under Section 12 of the Securities Exchange Act, from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the interested stockholder attained such status with the
approval of the board of directors or the business combination is approved in a
manner prescribed by such Sections. Thereafter, a
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business combination is also prohibited unless the interested stockholder unless
the interested stockholder attained such status with the approval of the board
of directors or the business combination is approved in a manner prescribed by
such Sections. A "business combination" includes mergers, asset sales, and other
transactions resulting in a financial benefit to the interested stockholder.
Subject to certain exceptions, an "interested stockholder" is a person who,
together with affiliates and associates, owns, or within three years did own,
10% or more of a corporation's voting stock. This statute could prohibit or
delay the accomplishment of mergers or other takeover or change in control
attempts relating to our company and, accordingly, may discourage attempts to
acquire us.
In addition, one provision of our Articles of Incorporation may be
deemed to have an anti-takeover effect and may delay, defer or prevent a tender
offer or takeover attempt that a stockholder might consider in its best
interest, including those attempts that might result in a premium over the
market price for the shares held by our stockholders. The authorized but
unissued shares of common stock are available for future issuance without
stockholder approval, subject to limitations that may be imposed by the market,
if any, on which our Company's securities are traded, e.g., The Nasdaq Stock
Market, Inc. These additional shares may be utilized or a variety of corporate
purposes, including future public offerings to raise additional capital,
corporate acquisitions, conversion of current or future debt, and employee
benefit plans. The existence of authorized but unissued and unreserved common
stock could render more difficult or discourage an attempt to obtain control of
our Company by means of a proxy contest, tender offer, merger or otherwise.
LIMITATIONS OF LIABILITY AND INDEMNIFICATION MATTERS
Sections 7502, 751, and 752 of the Nevada General Corporation Law
empower a corporation to indemnify its directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officer. However, these provisions do not eliminate or limit the
liability of our directors and officers:
o for any breach of their duty of loyalty to our company or its
stockholders;
o for any acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
o for any transaction from which they derived an improper
personal benefit.
Nevada law provides that the indemnification permitted by that law
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under a corporation's bylaws, any agreement, a vote of
stockholders or otherwise. We will indemnify our directors and officers to the
maximum amount that we are able.
Under Nevada law, the directors have a fiduciary duty to us that is not
eliminated by these referenced sections and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of nonmonetary relief may
be available. In addition, each director will continue to be subject to
liability under Nevada law for breach of their duty of loyalty to us for acts or
omissions which are found by a court of competent jurisdiction to be not in good
faith or that involve intentional misconduct, or knowing violations of law, for
actions leading to
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improper personal benefit to them, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by Nevada law. These
Sections do not affect a director's or an officer's responsibilities under any
other laws, such as the federal securities laws.
ITEM 2. EXHIBITS.
1.0 Last Annual Report filed by the Registrant pursuant to Section 13 or
15(d) of the Act on Form 10-KSB is set forth below:
1.1 The Registrant's Annual Report on Form 10-KSB for the Fiscal Year ended
December 31, 1998, as filed with the Securities and Exchange Commission
on April 9, 1999, is incorporated by reference herein as Exhibit 1.1.
2.0 Current and Quarterly Reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Act since the end of the fiscal year covered
by the Registrant's annual report referenced as Exhibit 1.1 are set
forth below:
2.1 The Registrant's Quarterly Report on Form 10-QSB for the Quarter ended
March 31, 1999, as filed with the Securities and Exchange Commission on
May 17, 1999, is incorporated by reference herein as Exhibit 2.1.
2.2 The Registrant's Quarterly Report on Form 10-QSB for the Quarter ended
June 30, 1999, as filed with the Securities and Exchange Commission on
August 17, 1999, is incorporated by reference herein as Exhibit 2.2.
2.3 The Registrant's Quarterly Report on Form 10-QSB for the Quarter ended
September 30, 1999, as filed with the Securities and Exchange
Commission on November 22, 1999, is incorporated by reference herein as
Exhibit 2.3.
2.3a The Registrant's Quarterly Report on Form 10-QSB/A for the Quarter
ended September 30, 1999, as filed with the Securities and Exchange
Commission on January 5, 2000, is incorporated by reference herein as
Exhibit 2.3a.
2.4 The Registrant's Current Report on Form 8-K for the event reported as
of May 18, 1999, as filed with the Securities and Exchange Commission
on June 18, 1999, is incorporated by reference herein as Exhibit 2.4.
2.4a The Registrant's Current Report on Form 8-K/A for the event reported as
of May 18, 1999, as filed with the Securities and Exchange Commission
on August 13, 1999, is incorporated by reference herein as Exhibit
2.4a.
3.0 The Registrant has not filed a definitive Proxy Statement or
Information Statement with the Securities and Exchange Commission
pursuant to Section 14 of the Act.
4.0 The Registrant's charter and bylaws, as the sole documents defining the
rights of holders of the securities registered hereby, are set forth
below:
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4.1 The Registrant's Articles of Incorporation filed with the Nevada
Secretary of State's Office on January 15, 1986, and filed as Exhibit
3.1 to the to the Registrant's Annual Report on Form 10-KSB for the
Fiscal Year Ended December 31, 1997 (the "1997 10-KSB"), are
incorporated herein by reference.
4.2 The Registrant's Certificate of Amendment to Articles of Incorporation
filed with the Nevada Secretary of State's Office on June 5, 1987, and
filed as Exhibit 3.2 to the to the 1997 10-KSB, is incorporated herein
by reference.
4.3 The Registrant's Certificate of Amendment to Articles of Incorporation
filed with the Nevada Secretary of State's Office on December 13, 1996,
and filed as Exhibit 3.3 to the 1997 10-KSB, is incorporated herein by
reference.
4.4 The Registrant's Certificate of Amendment to Articles of Incorporation
filed with the Nevada Secretary of State's Office on May 18, 1999, and
filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K for
the for the event reported as of May 18, 1999 (the "1999 8-K"), is
incorporated herein by reference.
4.5 The Registrant's Bylaws, filed as Exhibit 3.2 to the to the 1999 8-K
and are incorporated herein by reference.
5.0 Specimen or copy of each security registered hereunder is set forth
below:
5.1* Copy of the Registrant's Common Share certificate.
6.0 The Registrant has not submitted any annual reports to its
stockholders.
* Filed herewith.
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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.
(Registrant) CENTRAXX, INC.
Date: January 24, 2000
By: /s/ Michael Ivezic
----------------------
Michael Ivezic
President and Director
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INDEX TO EXHIBITS
Page
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5.1 Copy of the Registrant's Common Share certificate.
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INCORPORATED UNDER THE LAWS OF THE
STATE OF NEVADA
NUMBER CENTRAXX SHARES
Sample Sample
Void
CUSIP NO. 15626B 10 7
CENTRAXX, INC.
200,000,000 AUTHORIZED SHARES $.001 PAR VALUE NON-ASSESSABLE
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
Shares of CENTRAXX, INC. Common Stock
transferable on the books of the Corporation 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.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated: COUNTERSIGNED AND REGISTERED
PACIFIC STOCK TRANSFER
P.O. Box 93385, Las Vegas, Nevada 89193-3385
By AUTHORIZED SIGNATURE
[SIG] [SEAL] [SIG]
SECRETARY DIRECTOR
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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:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ____________________ Custodian ____________________
(Cust.) (Minor)
under Uniform Gifts to Minors
Act _______________________________________________
(State)
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 capital 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: SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, BROKER OR ANY
OTHER ELIGIBLE GUARANTOR INSTITUTION THAT IS AUTHORIZED TO DO SO UNDER
THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (STAMP) UNDER RULES
PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION.
