UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ONE WORLD ONLINE.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0411771
(State of incorporation or organization) (I.R.S. Employer Identification No.)
4778 North 300 West, Suite 200, Provo, Utah 84604
(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
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Not applicable
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:
Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock - $.001 Par Value
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
One World Online.com, Inc.'s (the "Company") authorized capital stock
currently consists of 100,000,000 shares of common stock, $.001 par value per
share; and 1,000,000 shares of blank check preferred stock, $.001 par value per
share, of which 300,000 shares have been designated as Series A Convertible
Preferred Stock. The rights evidenced by the common stock to be registered is
materially limited or qualified by the rights of the Series A Convertible
Preferred Stock and may be further limited or qualified by additional issuances
of preferred stock, if any.
Common Stock
The Company is presently authorized to issue 100,000,000 shares of
$.001 par value common stock. The Company presently has 16,076,334 shares of
common stock outstanding. The holders of common stock of the Company are
entitled to equal dividends and distributions per share with respect to the
common stock when, as and if declared by the Board of Directors from funds
legally available therefor. No holder of any shares of common stock has a
pre-emptive right to subscribe for any securities of the Company, nor are any
common shares subject to redemption or convertible into other securities of the
Company. Upon liquidation, dissolution or winding up of the Company, and after
payment of creditors and preferred stockholders, if any, the assets will be
divided pro-rata on a share-for-share basis among the holders of the shares of
common stock. All shares of common stock now outstanding are fully paid, validly
issued and non-assessable. Each share of common stock is entitled to one vote
with respect to the election of any director or any other matter upon which
shareholders are required or permitted to vote. Holders of the Company's common
stock do not have cumulative voting rights, so the holders of more than 50% of
the combined shares voting (which includes the Series A Convertible Preferred
Stock which shares have preferential voting rights as described below) for the
election of directors may elect all of the directors if they choose to do so,
and, in that event, the holders of the remaining shares will not be able to
elect any members to the Board of Directors.
Blank Check Preferred Stock
The Company is authorized to issue up to 1,000,000 shares of $.001 par
value preferred stock, of which 300,000 shares have been classified as Series A
Convertible Preferred Stock. Under the Company's Articles of Incorporation, the
Board of Directors will have the power, without further action by the holders of
the common stock, to designate the relative rights and preferences of the blank
check preferred stock, and to issue the blank check preferred stock in one or
more series as designated by the Board of Directors. The designation of rights
and preferences could include preferences as to liquidation, redemption and
conversion rights, voting rights, dividends or other preferences, any of which
may be dilutive of the interest of the holders of the common stock or the
preferred stock of any other series. The issuance of preferred stock may have
the effect of delaying or preventing a change in control of the Company without
further shareholder action and may adversely affect the rights and powers,
including voting rights, of the holders of common stock. In certain
circumstances, the issuance of preferred stock could depress the market price of
the common stock. The Board of Directors effects a designation of each series of
preferred stock by filing with the Nevada Secretary of State a Certificate of
Designation defining the rights and preferences of each such series. Documents
so filed are matters of public record and may be examined in accordance with
procedures of the Nevada Secretary of State, or copies thereof may be obtained
from the Company.
Series A Convertible Preferred Stock
In May 2000 the Company issued 100,000 shares of Series A Convertible
Preferred Stock each (300,000 shares total) to an entity controlled by David N.
Nemelka, President and Chief Executive Officer of the Company, an entity
controlled by Kelly M. Thayer, Chairman of the Company and an entity with which
David R. Nemelka and Ingrid F. Nemelka, the parents of David N. Nemelka, are
affiliated and control. The holders of the Series A Convertible Preferred Stock
then contributed the stock to the OWOL Founders Voting Trust. Except as
otherwise required by applicable law, all voting rights of the Company are
vested in and exercised by the holders of the common stock and Series A
Convertible Preferred Stock, voting as a
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single group, with each share of common stock being entitled to one (1) vote and
each of the Series A Convertible Preferred shares being entitled to one hundred
(100) votes. The Series A Preferred Stock holders have the ability to cast
thirty million (30,000,000) of the votes entitled to vote at a meeting or other
action of the stockholders. This does not take into consideration the additional
shares of common stock that are directly or beneficially owned by the Series A
Preferred Stockholders. As a result, the Series A Preferred Stock holders
effectively have voting control of the Company with respect to all matters
submitted to the vote of the stockholders. The concentration of voting control
may also have the effect of impeding a non-negotiated change in control which
result may or may not benefit stockholders. In addition, stockholders may be
disadvantaged in the event matters are put to the stockholders for approval and
the interests of the holder(s) of the Series A Preferred Stock are not similar
to the interests of the stockholders generally.
The holders of the Series A Convertible Preferred Stock have no
preemptive rights with respect to any shares of capital stock of the Company or
any other securities of the Company convertible into or carrying rights or
options to purchase any such shares. The Series A Convertible Preferred Stock is
not subject to any sinking fund or other obligations of the Company to redeem or
retire the Series A Convertible Preferred Stock. No dividends shall be paid or
accrue on the Series A Convertible Preferred Stock, unless declared by the Board
of Directors.
The Series A Convertible Preferred Stock will rank, with respect to
right on liquidation, on parity with the common stock and with all future series
of preferred stock established on or after the date hereof by the Board of
Directors which does not expressly provide that it ranks senior to or junior to
the Series A Convertible Preferred Stock as to rights on liquidations,
winding-up and dissolution. Neither the sale or transfer of all or substantially
all the assets of the Company, nor the merger or consolidation of the Company
into or with any other corporation or a merger of any other corporation with or
into the Company, will be deemed to be a liquidation, dissolution or winding up
of the Company.
Each share of Series A Convertible Preferred Stock is convertible into
shares of common stock at the option of the holder in whole or in part at any
time. The Series A Convertible Preferred Stock is convertible into common stock
at a conversion rate of one share of Series A Convertible Preferred Stock for
one share of common stock, subject to certain adjustments.
If any transaction shall occur, including without limitation (i) any
recapitalization or reclassifications of shares of common stock (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination of the common stock),
(ii) any consolidation or merger of the Company with or into another entity or
any merger of another entity into the Company (other than a merger that does not
result in a reclassifications, conversion, exchange or cancellation of common
stock), (iii) any sale or transfer of all of the assets of the Company, or (iv)
any compulsory share exchange, pursuant to which any holders of common stock
shall be entitled to receive other securities, cash or other property, then
appropriate provisions shall be made so that the holder of each share of Series
A Convertible Preferred Stock then outstanding shall have the right thereafter
to convert such shares only into the kind and amount of the securities, cash or
other property that would have been receivable upon such recapitalization,
reclassification, consolidation, merger, sale, transfer, or share exchange by
holders of the number of shares of common stock issuable upon conversion of such
Series A Convertible Preferred Stock immediately prior to such recapitalization,
reclassification, consolidation, merger, sale, transfer or share exchange.
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Item 2. Exhibits.
Number Description
1 Articles of Incorporation of the Company (Incorporated by
referenced to Exhibit 3(i).1 of the Company's Annual
Report on Form 10-KSB dated June 30, 1999).
2 Articles of Amendment to Articles of Incorporation of the
Company (Incorporated by referenced to Exhibit 3(i).1 of
the Company's Current Report on Form 8-K, dated June 29,
1999).
3 Certificate of Designation of Series A Convertible
Preferred Stock (Incorporated by referenced to Exhibit
3(i) of the Company's Current Report on Form 8-K dated May
19, 2000).
4 Bylaws of the Company (Incorporated by referenced to
Exhibit 3(ii).1 of the Company's Annual Report on Form
10-KSB dated June 30, 1999).
5 Specimen stock certificate for shares of Common Stock, par
value .001.
SIGNATURES
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.
ONE WORLD ONLINE.COM, INC.
Date: October 11, 2000 By /s/ David N. Nemelka
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David N. Nemelka
President, Chief Executive
Officer and Director
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