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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
SEMICON TOOLS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 77-0082545
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
111 BUSINESS PARK DRIVE, ARMONK, NEW YORK 10504
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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, $0.001 PAR VALUE
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(Title of class)
Documents Incorporated By Reference -
ARTICLES OF INCORPORATION, BY LAWS AND SPECIMEN STOCK CERTIFICATE, AS
INCLUDED IN THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-18 DECLARED
EFFECTIVE ON AUGUST 1, 1986.
AMENDMENT TO ARTICLES OF INCORPORATION, AGREEMENT OF MERGER, ARTICLES OF
MERGER AND CERTIFICATE OF MERGER AS INCLUDED IN THE REGISTRANT'S REPORT ON
FORM 8-K DATED MAY 19, 1987.
Please direct all correspondence to:
Mark Gasarch, Esq.
1285 Avenue of the Americas
3rd Floor
New York, NY 10019
(212) 956-9595
(212) 956-7216 fax no.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant's securities to be registered are its Common Shares, $0.001
par value ("Common Shares"). As of the date hereof, the Registrant has
100,000,000 Common Shares authorized and 5,167,500 Common Shares issued and
outstanding as fully paid and non-assessable.
SUMMARY OF PRINCIPAL FEATURES OF COMMON SHARES
(1) (i) Dividend rights - Holders of Common Shares are entitled to receive,
pro-rata, such dividends as may be declared by the board of directors of
the Registrant.
(ii) Terms of conversion - none
(iii) Sinking fund provisions - none
(iv) Redemption provisions - none
(v) Voting rights - Holders of Common Shares are entitled to one vote for
each share held on every matter submitted to a vote of shareholders.
Shareholders do not have the right to cumulate their votes.
(vi) Classification of the Board of Directors - none
(vii) Liquidation rights - In the event of any liquidation, dissolution or
winding-up of the Registrant, after provision for payment of the debts and
other liabilities of the Registrant, holders of the Common Shares shall be
entitled to share rateably in the Registrant's remaining assets.
(viii) Preemption rights - none
(ix) Liabilities to further calls or assessments - none
(x) Restriction on alienability - none
(xi) discrimination against substantial shareholders - none
(2) Modification of rights other than by a majority vote - n/a
(3) Preferred stock to be registered - n/a
(4) Rights limited by rights of other classes - n/a
(5) Provisions effecting change in control - none
ITEM 2. EXHIBITS
All exhibits are incorporated by reference (see cover page).
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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, thereunto duly authorized.
(Registrant) SEMICON TOOLS INC.
July 12, 1996
By /s/Eugene J. Pian
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Eugene J. Pian, President
Principal Executive Officer
