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FORM 8-A
SECURITIES AND EXCHANGE COMMISSIONS
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
e-MedSoft.com
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(Exact Name of Registrant as Specified in its Charter)
Nevada 84-1037630
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(State of Incorporation (I.R.S. Employer Identification Number)
or Organization)
1300 Marsh Landing Parkway, Suite 106, Jacksonville, FL 32250
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(Address of Principal Executive Offices)
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. [ X ]
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:
(if applicable): Not applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of Each Class on Which Each Class
to be registered is to be Registered
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Common Stock, $.001 Par Value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the Common Stock, $.001 par value,
of e-MedSoft.com (the "Company" or "Registrant"). Following is a description
of the capital stock of the Company:
COMMON STOCK
The authorized capital stock of the Company includes 100,000,000 shares
of $.001 par value Common Stock. All shares have equal voting rights and are
fully paid and non-assessable. Voting rights 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 the Directors.
Upon liquidation, dissolution or winding up of the Company, the assets of
the Company would be distributed pro rata to the holders of the Common Stock
subject to any prior rights of any holders of preferred stock. The holders of
the Common Stock do not have preemptive rights to subscribe for any securities
of the Company and have no right to require the Company to redeem or purchase
their shares. The shares of Common Stock presently outstanding are fully paid
and non-assessable.
Holders of Common Stock are entitled to share equally in dividends when,
as and if declared by the Board of Directors of the Company, out of funds
legally available therefor, subject to the dividend obligations, if any, to
holders of preferred stock. The Company has not paid any cash dividends on
its Common Stock, and it is unlikely that any such dividends will be declared
in the foreseeable future.
PREFERRED STOCK
The authorized capital of the Company also includes 5,000,000 shares of
$.001 par value preferred stock. The preferred stock may be issued from time
to time in one or more series, and the board of directors, without further
approval of the stockholders, is authorized to fix the dividend rates and
terms, conversion rights, voting rights, redemption rights and terms,
liquidation preferences and any other rights, preferences, privileges and
restrictions applicable to each series of preferred stock. The purpose of
authorizing the board of directors to determine such rights, preferences,
privileges and restrictions is to eliminate delays associated with a
stockholder vote on specific issuances. The issuance of preferred stock,
while providing flexibility in connection with possible acquisitions and other
corporate purposes, could, among other things, adversely affect the voting
power of the holders of common stock and, under some circumstances, make it
more difficult for a third party to gain control of the Company. There are no
shares of preferred stock outstanding and no series of shares have yet been
designated.
REPORTS TO INVESTORS
The Company intends to provide holders of its securities with annual
reports containing financial statements. The Company also will issue
quarterly or other interim reports to its stockholders as it deems
appropriate.
TRANSFER AGENT
American Securities Transfer & Trust, Inc., 12039 West Alameda Parkway,
Suite Z-2, Lakewood, Colorado 80228, serves as the transfer agent for the
Common Stock of the Company.
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ITEM 2. EXHIBITS.
The following exhibits are filed with this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION LOCATION
3.1 Restated Articles of Incorporated by reference to Exhibit
Incorporation 3.1 to Registrant's Registration State-
ment on Form 8-A (File No. 0-26567)
3.2 Amended Bylaws Incorporated by reference to Exhibit
3.2 to Registrant's Registration State-
ment on Form 8-A (File No. 0-26567)
3.3 Specimen Stock Incorporated by reference to Exhibit
Certificates 4.1 to Registrant's Registration State-
ment on Form 8-A (File No. 0-26567)
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.
e-MedSoft.com
Dated: December 29, 1999 By:/s/ John Andrews
John Andrews, President
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