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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN EDUCATIONAL PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1012129
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(State of Incorporation (I.R.S. Employer
or organization) Identification No.)
6550 Gunpark Drive, Suite 200
Boulder, Colorado 80301
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(Address of principal executive (Zip Code)
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 registered each class is to be registered
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Common Stock, $.05 par value Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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Common Stock
The Company is authorized to issue an aggregate of 100,000,000
shares of Common Stock, $.05 par value per share. Each holder of Common Stock
of the Company is entitled to one vote for each share held of record. Voting
rights in the election of directors are not cumulative, and, therefore, the
holders of more than 50% of the Common Stock of the Company could, if they
chose to do so, elect all of the directors.
The shares of Common Stock are not entitled to preemptive rights
and are not subject to redemption or assessment. Subject to the preferences
which may be granted to holders of preferred stock, each share of Common Stock
is entitled to share ratably in distributions to shareholders and to receive
ratably such dividends as may be declared by the Board of Directors out of
funds legally available therefor. Upon liquidation, dissolution or winding up
of the Company, subject to prior liquidation or other preference rights of
holders of preferred stock, if any, the holders of Common Stock are entitled
to receive pro rata the assets of the Company which are legally available for
distribution to shareholders. The issued and outstanding shares of Common
Stock are validly issued, fully paid and nonassessable.
ITEM 2. EXHIBITS.
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Exhibit No. Title
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1.0 Specimen Stock Certificate
3.1 Articles of Incorporation of American Educational Products,
Inc. (1)
3.2 Articles of Amendment to Articles of Incorporation (1)
3.3 Articles of Amendment to Articles of Incorporation dated
April 21, 1987 (1)
3.4 Articles of Amendment to Articles of Incorporation dated
February 19, 1990 (2)
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(1) Incorporated by reference from the Registrant's Post-Effective
Amendment No. 5 to Registration Statement on Form S-18 as filed with
the Securities and Exchange Commission and declared effective on
July 1, 1987.
(2) Incorporated by reference from the Registrant's Registration Statement
on Form S-8 filed with the Securities and Exchange Commission and
declared effective on August 4, 1992.
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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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
AMERICAN EDUCATIONAL PRODUCTS, INC.
Dated: January 27, 1998 By: /s/ Clifford C. Thygesen
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Clifford C. Thygesen, President
ATTEST:
/s/ Robert A. Scott
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Robert A. Scott, Secretary
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AMERICAN EDUCATIONAL PRODUCTS, INC.
Incorporated Under the Laws of the State of Colorado
COMMON STOCK CERTIFICATE
$0.05 par value
Certificate No. No. of Shares
[ ] [ ]
CUSIP # 02553T 20 2
THIS CERTIFIES THAT, ____________________________________________, is
owner of _____________________________ fully paid and non-assessable shares of
the $.05 Par Value Common Stock of AMERICAN EDUCATIONAL PRODUCTS, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate property
endorsed. This certificate and the shares represented hereby are issued and
shall be subject to all the provisions of the Articles of Incorporation, as
amended, to all of which the holder, by acceptance hereby assents.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed in facsimile by its duly authorized officers and the facsimile
Corporate seal to be duly affixed hereto.
This certificate is not valid unless duly countersigned by the Transfer
Agent.
Dated:
Attest:
By: Robert A. Scott By: Clifford C. Thygesen
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Secretary President
COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
370 - 17th Street, Suite 2350, Denver, Colorado 80202
By:_______________________________________________
Transfer Agent and Registrar Authorized Officer
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AMERICAN EDUCATIONAL PRODUCTS, INC.
Transfer Fee: $15.00 per certificate issued.
The Corporation shall furnish, without charge to each shareholder who
requests, a full statement of powers, designations, preferences, limitations
and relative rights of the shares of each class of stock or series thereof and
the variations in the relative rights and preferences between the shares of
each series, and the qualifications, limitations or restrictions of such
preferences or such rights and the authority of the board of directors to fix
and determine the relative rights and preferences of subsequent series.
_____________________________________________________________________________
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 - tenants in common UNIF GIFT MIN ACT - ________Custodian ________
(Cust) (Minor
TEN ENT - as tenants by the Under Uniform Gifts to Minors
entireties Act _______________________
(State)
JT TEN - as joint tenants with right
survivorship and not as
tenants in common
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
(Please print or typewrite name and address 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: _______________________, 19 X _____________________________________
X _____________________________________
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.
IMPORTANT
SIGNATURE GUARANTEE must be made by a participant of STAMP or another approved
signature guarantee program acceptable to the Securities and Exchange
Commission, the Securities Transfer Association and the Transfer Agent of the
Issuer of these securities.
