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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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.)
5350 Manhattan Circle, Suite 210
Boulder, Colorado 80393
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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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None N/A
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 registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN EDUCATIONAL PRODUCTS, INC.
Dated: January 16, 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
