INTELLICALL INC
8-A12B, 1999-07-06
COMMUNICATIONS SERVICES, NEC
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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

                                Intellicall, Inc.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                            75-1993841
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 (State of incorporation or organization)  (I.R.S. Employee Identification No.)


2155 Chenault, Suite 410, Carrollton, Texas                    75006
- -------------------------------------------------------------------------------
  (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

Common Stock, $0.01 par value                  American Stock Exchange
- ---------------------------------------      -----------------------------------

- ---------------------------------------      -----------------------------------

- ---------------------------------------      -----------------------------------
If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(C)(2), please check the
following box. o

If this Form relates to the registration of a class of debt securities and it 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. o

Securities to be registered pursuant to Section 12(g) of the Act.

- --------------------------------------------------------------------------------
                                (Title of class)

- --------------------------------------------------------------------------------
                                (Title of class)


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered.

       Holders of Common Stock of the Company are entitled to one vote for each
share held on all matters submitted to a vote of stockholders.  Holders of
Common Stock do not have cumulative voting rights.  An affirmative  vote of the
holders of the majority of the shares of Common  Stock, present in person or
represented  by proxy and  entitled to vote,  generally is required to approve
a proposal submitted to the stockholders.  Holders of Common Stock are entitled
to receive ratably such dividends, if any, as may be declared by the Board of
Directors out of funds legally  available  therefor,  subject to any
preferential  dividend  rights  of the  holders  of any  class or series of
Preferred Stock

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that may then be issued and  outstanding.  Upon the liquidation, dissolution
or  winding up of the  Company,  the  holders  of Common  Stock are entitled to
receive  ratably the net assets of the Company that may be available for
distribution  to  stockholders  after  the  payment  of all debts and other
liabilities  and  subject  to the prior  rights of the  holders  of any class or
series of  Preferred  Stock  that may be issued  and  outstanding  at such time.
Holders  of  Common  Stock  have no  pre-emptive,  subscription,  redemption  or
conversion rights. The rights, preferences,  and privileges of holders of Common
Stock are  subject  to the  rights  of the  holders  of shares of any  series of
Preferred Stock that the Company may designate and issue.

Item 2.  Exhibits

      None.




                                    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.

     (Registrant) -------------------------------------------------------------
                     /s/ John J. McDonald, Jr.

Date              June 21, 1999
     --------------------------------------------------------------------------

By    John J. McDonald, Jr. - President and Chief Executive Officer
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       *Print the name and title of the signing officer under his signature.
























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