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
ELLIGENT CONSULTING GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0453842
(State of incorporation or organization) (I.R.S. Employer Identification No.)
152 West 57th Street, 40th Floor
New York, New York 10019
(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. |X|
Securities Act registration statement file number to which this form relates:
N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
(Title of Class)
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ITEM 1. Description of Registrant's Securities to be Registered
The Company is authorized to issue 50,000,000 shares of Common Stock,
$.001 par value per share, of which 14,544,225 shares are issued and outstanding
at the date of this Registration Statement.
Holders of the Common Stock are entitled to one vote for each share owned
for all matters to be voted on by the shareholders. Holders of Common Stock are
entitled to receive such dividends as may be declared from time to time by the
Board of Directors out of funds legally available therefor and, in the event of
liquidation, dissolution or winding up of the Company, to share ratably in all
assets remaining after payment of liabilities. The holders of Common Stock have
no preemptive or conversion rights. The holders of Common Stock are not subject
to further calls or assessments. There are no redemption or sinking fund
provisions applicable to the Common Stock. The Common Stock currently
outstanding is validly issued, fully paid and nonassessable.
Certain restrictions are placed on the voting rights of persons who
acquire a controlling interest in the Company. The sections of the Nevada
Corporate statute dealing with the acquisition of controlling interests in
Nevada corporations, NRS 78.378 et seq., were adopted in 1987. The policy of
these sections is to prevent unfriendly corporate takeover attempts by third
parties. Specifically, these sections limit the voting rights of certain persons
acquiring shares in the market in any transaction whereby a controlling interest
in the subject corporation might be acquired. Nevada corporations may elect to
not be governed by these sections and by doing so may elect to not be subject to
the considerable restrictions on a possible tender offer or other takeover. The
Company has not specifically rejected the foregoing sections and therefore is
subject to them.
ITEM 2. Exhibits
Exhibit Number Description Notes
3(i).1 Initial Articles of Incorporation (1)
3(i).2 Articles of Incorporation, as amended on
January 5, 1990 (2)
3(i).3 Articles of Incorporation, as amended on
August 5, 1997 (3)
3(i).4 Articles of Incorporation, as amended on
July 25, 1998 (4)
3(ii).1 Initial Bylaws (1)
3(ii).2 Bylaws, as amended on July 2, 1991 (3)
3(ii).3 Bylaws, as amended on April 1, 1998 (4)
99.1 Information regarding the Registrant,
including its business operations, recent
acquisitions, business plan, management,
results of operations and financial statements
for the fiscal year ended July 31, 1998
and the three months ended October 31, 1998. (5)(6)
(1) Filed with a Registration Statement on Form S-18 (File Number 33-23314).
(2) Filed with a Form 10-QSB for the quarter ended December 31, 1989.
(3) Filed with a Form 10-KSB for the year ended July 31, 1991.
(4) Filed with a Form 10-KSB for the year ended July 31, 1998.
(5) Filed with a Form 10-QSB for the quarter ended October 31, 1998.
(6) Filed with Amendment No. 3 to Form 8-K/A on January 8, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ELLIGENT CONSULTING GROUP, INC.,
a Nevada corporation
By /s/ Edwin T. Brondo
-------------------
Edwin T. Brondo
Chief Financial Officer
Dated: January 11, 1999
