Whitney American Corporation
12373 East Cornell Avenue
Aurora, Colorado 80014
(303) 337-3384
July 30, 1997
By EDGAR Transmission
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, DC 20549
Re: Registration Statement on Form 8-A
Gentlemen:
Being filed with this letter is this company's registration statement on
Form 8-A, registering our $.00001 par value common stock under Section 12(g) of
the Securities Exchange Act of 1934. Once this filing is assigned to a member of
the staff for review, we would appreciate notification of that fact and of the
file number being made to our counsel, John Brasher of Brasher & Company, whose
telephone number is (303) 355- 3000. Mr. Brasher's e-mail address is
[email protected].
Once the staff is satisfied with this registration statement, the officers
and directors of the registrant will file the required reports on Form 3.
Please be advised that earlier this week we filed our annual report on Form
10-KSB for the fiscal year ended May 31, 1997, and are current in our filings
under the Exchange Act.
We hereby request that the effective date of this registration statement be
accelerated to August 9, 1997, or the earliest practicable date thereafter. The
staff should not hesitate to call us or our counsel if there are any questions
or comments in regard to this filing.
Very truly yours,
/s/ Stephen M. Siedow,
.......................
President, CEO and CFO
<PAGE>
S.E.C. File No. 0-___________
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
WHITNEY AMERICAN CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 84-1070022
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12373 East Cornell Avenue, Aurora, Colorado 80014
(Address of Principal Executive Offices and Zip Code)
(303) 337-3384
(Registrant's telephone number, including area 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
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.00001 Par Value
Title of Class
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<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Pursuant to this registration statement, Whitney American Corporation
("Company") is registering under Section 12(g) of the Securities Exchange Act of
1934, as amended, its common stock (the "Common Shares"), par value $.00001. The
Company's articles of incorporation authorize the issuance of 50,000,000 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.
The Company's articles of incorporation authorize the issuance of 5,000,000
preferred shares. 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, are listed below and either attached
hereto or incorporated by reference to another registration statement, report or
other document, 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.
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<PAGE>
1(a) Specimen common stock certificate
(incorporated by reference to
Registration Statement No. 33-17397-D
effective March 7, 1988) ................................... *
2(a) Certificate of Incorporation
(incorporated by reference to
Exhibit 3.0 to Registration Statement
No. 33-17397-D, effective March 7, 1988) ................... *
2(b) Certificate of Amended and Restated
Certificate of Incorporation
of the Company (incorporated by reference to
Exhibit 3.1 to Form 8-K dated February 12, 1997) ........... *
2(c) Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to Form 8-K
dated February 12, 1997) ................................... *
*Attached to and included as part of this registration
statement.
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: July 30, 1997
WHITNEY AMERICAN CORPORATION
By /s/ Stephen M. Siedow
.........................................
Stephen M. Siedow, President and
Chief Executive Officer
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