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
CUSA Technologies, Inc.
____________________________________________________________________________
(Exact name of the registrant as specified in its charter)
Nevada 87-0439511
___________________ _______________________
State of Incorporation IRS Employer Identification Number
986 West Atherton Drive, Salt Lake City, Utah 84123
(Address of principle executive 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 so registered each class is to be registered
__________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, par value $.001_____________________
(Title of class)
______________________________________________________________
(Title of class)
ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered consist of shares of common stock, par value
$0.001, of the Registrant ("Common Stock"). The holders of the Common Stock
are entitled to dividends as may be declared from time to time by the
Registrant's Board of Directors, subject to the preferential rights of
holders of the preferred stock, par value $0.001, of the Registrant
("Preferred Stock") described below. In the event of a voluntary or
involuntary liquidation, distribution or sale of the assets, dissolution
or winding up of the Registrant, the holders of the Common Stock are
entitled to a pro rata distribution of the assets of the Registrant
remaining after the distribution of any preferential amount to the
holders of the Preferred Stock. Each holder of the Common Stock is
entitled to one vote per share of Common Stock on each matter submitted
to a vote of the shareholders of the Registrant. The presence, in person
or by proxy, of holders of one-third of the Common Stock issued and
outstanding and entitled to vote at a meeting of shareholders of the
Registrant constitutes a quorum and all questions brought before such
meeting may be decided by a majority vote of those present or represented
by proxy. All voting is non-cumulative. The Board of Directors is
divided into three classes, each serving a three-year term. The terms
of the directors are staggered so that one class of directors is elected
each year at the annual meeting of the Registrant's shareholders.
The rights of holders of the Common Stock to dividends and to residuary
distributions in case of liquidation and the voting rights of holders
of Common Stock are subject to certain rights granted to the holders
of the Preferred Stock. Shares of Preferred Stock may be issued in one or
more series as determined by the Board of Directors. The Board of Directors
has the express authority to determine, by resolution adopted prior to
issuance, the designation, powers and preferences of a series of Preferred
Stock, including, but not limited to, the number of shares which shall
constitute each series, the rate and times at which dividends are paid,
the rights, if any, of conversion, redemption provisions and prices, the
rights of the holders upon voluntary and involuntary liquidation, merger,
consolidation, distribution or sale of assets, dissolution or winding up
of the Registrant and the terms of any sinking fund or similar
account. The Board of Directors also possesses the authority to determine
the voting powers, if any, of the holders of shares of the series, including
the right to vote more or less than one vote per share, the right to
vote as a series and the right to elect one or more directors in the event
there shall have been a continuing default in the payment of dividends.
Pursuant to the authority described above, the Board of Directors has
designated the rights, privileges and preferences of a series of the
Preferred Stock identified as the "1994 Series Convertible Preferred Stock,"
which consists of 1,500,000 shares, par value $0.001 ("1994 Preferred Stock").
Each holder of 1994 Preferred Stock is entitled to a dividend of $0.12 per
share per annum, payable quarterly. If during each of four consecutive
quarters, the full amount of the cumulative dividend is not paid for our
consecutive quarters, the holders of the 1994 Preferred Stock shall have
the exclusive right to elect twenty-five percent of the members of the
Board of Directors and such percentage will increase by 10% for each two
additional quarters in which the dividends owed are not paid in full, until
the holders of the 1994 Preferred Stock are entitled to elect a majority of
the Board of Directors. When the full cumulative dividends on the 1994
Preferred Stock are paid, the right of the holders of the 1994 Preferred
Stock to elect additional directors is eliminated and the term of the
additional directors elected by the holders of the 1994 Preferred Stock
terminates. In the event of dissolution, the holders of the 1994 Preferred
Stock are entitled to a liquidation preference equal to $2.00 per share
plus any accrued but unpaid cumulative dividends. Upon the effective date
of the filing of a registration statement with respect to a public offering
of the Company's securities for more than $2,000,000 in cash, or at such
time as the Common Stock is listed for trading on The Nasdaq Stock Market
at a price equal to or greater than $3.00 per share for a period of twenty
days or more, each share of 1994 Preferred Stock is automatically converted
into two-thirds of a share of Common Stock. During the period that the
1994 Preferred Stock is outstanding, the 1994 Preferred Stock votes as a
class with the Common Stock and is entitled to the number of votes
attributable to the shares of Common Stock that would be held by the holders of
the 1994 Preferred Stock if such stock had been converted as of the record date
of such vote. Upon 30 days' notice, during which the holders have the
option to convert all or a portion of their 1994 Preferred Stock for shares
of Common Stock at the rate of two-thirds of a share of Common Stock for
each share of Preferred Stock, the Registrant may redeem the 1994 Preferred
Stock in exchange for the payment of $2.00 per share plus the aggregate
amount, if any, of any dividends payable. Any change to the provisions
affecting the 1994 Preferred Stock requires the vote of a majority of the
shares of the 1994 Preferred Stock then outstanding.
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.
Dated: April 8, 1996 CUSA Technologies, Inc.
______________________________________
Richard N. Beckstrand, Chief Executive Officer
EXHIBITS AND REPORTS ON FORM 8-A
(a) Exhibits
The following exhibits are included as part of this report:
Exhibit SEC Ref.
Number Title of Document
3.01 3 Articles of Incorporation of CUSA Technologies, Inc., as
amended February 7, 1994, and July 15, 1994 (incorporated
by reference)
3.02 3 Bylaws of CUSA Technologies, Inc., as amended February 9,
1995 (incorporated by reference)
3.03 3 Designation of Rights, Privileges and Preferences of 1994
Series Preferred Convertible Stock (incorporated by
reference)
