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S.E.C. File No. 0-28506
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
General Form For Registration of Securities
Pursuant to Sections 12(b) OR (g) of
the Securities Exchange Act of 1934
AMERICAN DIGITAL COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
WYOMING 13-3411167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3773 CHERRY CREEK NO. DRIVE, SUITE 615, DENVER, COLORADO 80209
(Address of Principal Executive Offices and Zip Code)
(303) 377-9486
(Registrant's telephone number, including area code)
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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 NONE
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.0001 PAR VALUE
Title of Class
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Pursuant to this registration statement, American Digital Communications,
Inc. ("Company") is registering under Section 12(g) of the Securities Exchange
Act of 1934, as amended, its common stock (the "Common Shares"), par value
$.0001. The Company's articles of incorporation authorize the issuance of an
unlimited number of Common Shares.
Common Stock
The holders of Common Shares are entitled to one vote for each share held.
The election of directors, removal of any director or the entire Board of
Directors, and any other action to be taken by the Company's shareholders
requires only a majority of the votes cast, except where law or the articles of
incorporation require a different vote. However, certain matters require the
affirmative vote of a majority of the total voting power for approval, including
(i) repeal of the certificate of incorporation in its entirety, (ii) shareholder
amendment of the bylaws, (iii) amendment, repeal or adoption of any provision
inconsistent with provisions in the articles of incorporation regarding
indemnification of directors, officers and others, exclusion of director
liability, and the Company's election not to be governed by statutory provisions
concerning business combinations with interested shareholders. Common Shares do
not carry cumulative voting rights, thus holders of more than 50% of the Common
Shares have the power to elect all directors and, as a practical matter, to
control the Company. Holders of Common Shares are not entitled to preemptive
rights, and the Common Shares are not subject to redemption.
The Company's bylaws provide for a board of three directors, all of whom are
elected for one-year terms at the annual meeting of shareholders. A special
meeting of shareholders may be called by the Chairman of the Board, the
President, a majority of the Board of Directors, or shareholders owning in the
aggregate 20% or more of the Common Shares. Holders of common stock are entitled
to receive, pro rata, dividends when and as declared by the board of directors
out of funds legally available therefor. Upon liquidation, dissolution or
winding up of the Company, holders of Common Shares are entitled to share
ratably in the Company's assets legally available for distribution to its
shareholders after payment of liquidation preference and outstanding redemption
rights (if any) on any preferred shares outstanding and are not subject to
further calls or assessments.
Preferred Shares. The Company's articles of incorporation authorize the
issuance of an unlimited number of preferred shares without par value. No
preferred shares have ever been issued. The Company has not designated the
rights, powers and preferences of any of the preferred shares. The Board of
Directors has the authority to issue preferred shares in one or more series and
to fix the voting powers, conversion rights, other special rights and
qualifications, limitations and restrictions of each series, without any vote or
action by the holders of Common Shares. Preferred shares may be issued which
carry dividend rights, rights upon liquidation or other rights superior to those
of holders of Common Shares. The Company is not registering preferred shares
under the Securities Act of 1934, as amended.
Dividends
No dividends have been paid to date on any shares of the Company's capital
stock, and the Company does not anticipate that any dividends will be declared
or paid in the near future. Management intends that earnings, if any, in the
future will be used for operational purposes.
ITEM 2. EXHIBITS.
The following exhibits, required by paragraph I. of the "Instructions as to
Exhibits" which are part of Form 8-A, all are incorporated by reference to
exhibits to the registrant's report on Form 8-K dated July 14, 1993, as
indicated. Because the registrant is not registering securities on a national
securities exchange, the registrant need not file nor incorporate by reference
the exhibits enumerated in paragraph II. of such instructions.
1(a) Specimen common stock certificate (incorporated by reference to Exhibit
no. 4.1)
2(a) Articles of incorporation (incorporated by reference to Exhibit no.
3.1)
2(b) Bylaws of the Company (incorporated by reference to Exhibit no. 3.2)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement on Form 8-A to
be signed on its behalf by the undersigned, thereto duly authorized.
DATED: May 6, 1996
AMERICAN DIGITAL COMMUNICATIONS, INC.
By /s/ R. GENE KLAWETTER
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R. GENE KLAWETTER, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
Registration Statement
Under The Securities Exchange Act of 1934
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EXHIBITS
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AMERICAN DIGITAL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
EXHIBIT INDEX
The following exhibits have previously been filed with the Securities and
Exchange Commission and are incorporated by reference to another registration
statement, report or form. References to the "Company" in this Exhibit Index
mean AMERICAN DIGITAL COMMUNICATIONS, INC., a Wyoming corporation.
1(a) Specimen common stock certificate of the Company (incorporated by
reference to Exhibit 4.1 to the Company's report on Form 8-K dated July
14, 1993)
2(a) Articles of incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company's report on Form 8-K dated July 14, 1993)
2(b) Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the
Company's report on Form 8-K dated July 14, 1993)
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