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
THE SECURITIES EXCHANGE ACT OF 1934
Opal Technologies, Inc.
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(Exact name of Registrant as specified in its charter)
33-18834-LA
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(Commission file number)
Nevada 87-0306464
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(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
Suite 4704 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
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(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 registered each class is to be registered
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None 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
1
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Item 1. Description of Registrant's Securities to be Registered
COMMON STOCK
General. The Company has 49,000,000 authorized shares of common stock,
$0.001 par value (the "Common Stock"), 35,991,954 of which were issued and
outstanding at March 31, 1998. All shares of Common Stock currently outstanding
are validly issued, fully paid and non assessable.
Voting Rights. Each share of Common Stock entitles the holder thereof to
one vote, either in person or by proxy, at meetings of shareholders. The voting
rights of the holders of Common Stock are subject to the rights of the
outstanding Series A Preferred Stock which, as a class, is entitled to thirty
percent voting control of the Company. Accordingly the holders of Common Stock
and Series A Preferred Stock holding, in the aggregate, more than fifty percent
(50%) of the total voting rights can elect all of the Directors of the Company.
Dividend Policy. All shares of Common Stock are entitled to participate
ratably in dividends when and as declared by the Company's Board of Directors
out of funds legally available therefore and subject to the rights, if any, of
the holders of outstanding shares of preferred stock. Any such dividends may be
paid in cash, property or additional shares of Common Stock. The Company has not
paid any dividends since its inception and presently anticipates that all
earnings, if any, will be retained for the development of the Company's business
and that no dividends on the shares of Common Stock will be declared in the
foreseeable future. Any future dividends will be subject to other
considerations, future earnings, the operating and financial condition of the
Company, its capital requirements, general business conditions and other
pertinent facts. Therefore there can be no assurance that any dividends on the
Common Stock will be paid in the future.
Miscellaneous rights and provisions. Holders of Common Stock have no
preemptive or other subscription rights, conversion rights, redemption or
sinking fund provisions. In the event of dissolution, whether voluntary or
involuntary, of the Company, each share of Common Stock is entitled to share
ratably in any assets available for distribution to holders of the equity of the
Company may after satisfaction of all liabilities and payment of the applicable
liquidation preference of any outstanding shares of preferred stock.
PREFERRED STOCK.
The Company has 1,000,000 authorized shares of preferred stock, $.001 par
value. The Board of Directors has the authority, without action by the
shareholders, to create one or more series of preferred stock and to determine
the dividend rights, dividend rate and rights and terms of redemption,
liquidation preference, sinking fund terms, conversion and voting rights if any
such series, the number of shares constituting any such series and the
designation thereof and the price therefor. As of May 1, 1998, 100,000 shares of
Series A preferred stock (the "Series A Preferred Stock") were issued and
outstanding. The Series A Preferred Stock entitles the holder thereof, as a
class to thirty percent (30%) voting control of the Company in all matters voted
on by shareholders and a liquidation preference of $.001 per share, and no more
before any distribution shall be made to the holders of Common Stock or any
other class of capital stock or series ranking junior to the Series A Preferred
Stock. Without the approval of holders of a majority of the outstanding Series A
Preferred Stock, the Company may not (a) authorize, create or issue any shares
of any class or series ranking senior to the Series A Preferred Stock as to
liquidation rights, (b) amend, alter or repeal, by any means, the Certificate of
Incorporation if the powers, preferences, or special rights of the Series A
Preferred Shares would be adversely affected, or (c) become subject to any
restriction on the Series A Preferred Shares, other than restrictions arising
solely under the General Corporation Law of the State of Nevada or existing
under the Certificate of Incorporation as in effect on May 14, 1997. There is no
restriction on the repurchase or redemption of shares by the Company while there
is any arrearage in the payment of dividends or sinking fund installments.
Except for the foregoing, the holders of the Series A Preferred Shares have no
voting rights other than as provided by Nevada law and no preferences or rights
in excess of those generally available to the holders of Common Stock.
2
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Item 2. Exhibits.
1.1 Specimen Common Stock Certificate
2.1 Articles of Incorporation, as amended, of Opal Technologies, Inc.
2.2 Certificate of Designation, Preferences and Rights of Series A
Preferred Stock
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
OPAL TECHNOLOGIES, INC.
By: /s/ John Koon
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John Koon
Date: July 6, 1998 President
3
INCORPORATED UNDER THE LAWS OF THE
STATE OF NEVADA
OPAL TECHNOLOGIES, INC.
49,000,000 COMMON SHARES AUTHORIZED $0.001 PAR VALUE NON-ASSESSABLE
THIS CERTIFIES THAT ORIENT PACIFIC MANAGEMENT LIMITED
IS THE RECORD HOLDER OF *ONE HUNDRED THOUSAND*
Shares of OPAL TECHNOLOGIES, INC. Common Stock transferrable on the books of the
Corporation in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid until countersigned
by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated: November 7, 1997
Secretary President
RESTATED ARTICLES OF INCORPORATION
OF
MED-TEX CORPORATION
We, the undersigned President and Secretary of Med-Tex Corporation do hereby
certify:
That the board of directors and shareholders of said corporation at a meeting
duly convened on May 8, 1996, adopted resolutions to amend and restate the
Articles of Incorporation, and
That the number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 9,391,964; that said amendments
have been consented to and approved by a majority vote of the stockholders
holding at least a majority of each class of stock outstanding and entitled to
vote thereon, and
That the text of the Articles of Incorporation as amended to date reads as
herein set forth in full:
ARTICLE I
NAME
The name of the corporation (hereinafter called "Corporation") is Opal
Technologies, Inc.
ARTICLE II
PERIOD OF DURATION
The period of duration of the Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
The purpose for which this Corporation is organized is to engage in the
business of investing in investments of all forms and nature and to engage in
any and all other lawful business.
ARTICLE IV
CAPITALIZATION
The total number of shares of stock which the Corporation shall have the
authority to issue is fifty million (50,000,000) shares, consisting of forty
nine million (49,000,000) shares of Common Stock having a par value of $.00l per
share and one million (1,000,000) shares of Preferred Stock having a par value
of $.00l per share.
A Preferred Stock
The Board of Directors is authorized, subject to the limitations
prescribed by law and the provisions of this Article, to provide for
the issuance of the shares of Preferred Stock in series, and by filing
a certificate pursuant to the applicable law of the State of Nevada,
to establish from time to time the number of shares to be included in
each such series and to fix the designation, powers, preferences and
rights of the shares of each such series and the qualifications,
limitations or restrictions thereof.
1. The authority of the Board with respect to each series
shall include, but not be limited to, determination of the
following:
a. The number of shares constituting that series and the
distinctive designation of that series;
b. The dividend rate on the shares of that series, whether
dividends shall be cumulative, and if so, from which
date or dates, and the relative rights of priority, if
any, of payment of dividends on shares of that series;
c. Whether that series shall have voting rights, in
addition to the voting rights provided by law, and if
so, the terms of such voting rights;
d. Whether that series shall have conversion privileges
and, if so, the terms and conditions of such
conversion, including provision for adjustment of the
conversion rate in such events as the Board of
Directors shall determine;
e. Whether or not the shares of that series shall be
redeemable and, if so, the terms and conditions of such
redemption, including the date or dates upon or after
which they shall be redeemable and the amount per share
payable in case of redemption, which amount may vary
wider different conditions and at different redemption
dates;
f Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series and, if
so, the terms and amount of such sinking fund;
g. The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, and the relative rights
of priority, if any, of payment of shares of that
series; and
<PAGE>
h. Any other relative rights, preferences and limitations
of that series.
2. Dividends on outstanding shares of Preferred Stock shall
be paid or declared and set apart for payment, before any
dividends shall be paid or declared and set apart for payment on
Common Stock with respect to the same dividend period
3. If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets
available for distribution to holders of shares of Preferred
Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective
preferential amounts (including unpaid cumulative dividends, if
any) payable with respect thereto.
4. Unless otherwise provided in any resolution of the Board
of Directors providing for the issuance of any particular series
of Preferred Stock, no holder of Preferred Stock shall have any
pre-emptive right as such holder to subscribe for, purchase or
receive any part of any new or additional issue of capital stock
of any class or series, including unissued and treasury stock, or
obligations or other securities convertible into or exchangeable
for capital stock of any class or series, or warrants or other
instruments evidencing rights or options to subscribe for,
purchase or receive any capital stock of any class or series,
whether now or hereafter authorized and whether issued for cash
or other consideration or by way of dividend.
B. Common Stock
1. Subject to the prior and superior rights of the Preferred
Stock and on the conditions set forth in the foregoing parts of
this Article or in any resolution of the Board of Directors
providing for the issuance of any particular series of Preferred
Stock, and not otherwise, such dividends (payable in cash, stock
or otherwise) as may be determined by the Board of Directors may
be declared and paid on the Common Stock from time to time out of
any funds legally available therefor.
2. Except as otherwise provided by law, by this Certificate
of Incorporation or by the resolution or resolutions of the Board
of Directors providing for the issue of any series of the
Preferred Stock, the Common Stock shall have the exclusive right
to vote for the election of directors and for all other purposes,
each holder of the Common Stock being entitled to one vote for
each share held.
<PAGE>
3. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and after the
holders of the Preferred Stock of each series shall have been
paid in full the amount to which they respectively shall be
entitled, or a sum sufficient for such payments in assets of the
Corporation shall be distributed pro rata to the holders of the
Common Stock in accordance with their respective rights and
interests, to the exclusion of the holders of the Preferred Stock
ARTICLE V
REGISTERED OFFICE AND AGENT
The name and address of the corporation's registered agent and address is the
Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501.
ARTICLE VI
DIRECTORS
The Corporation shall be governed by a Board of Directors consisting of
such number of directors as shall be fixed the Corporation's bylaws. The number
of directors constituting the initial board of directors of the corporation is
three and the names and addresses of the directors are as follows:
Name Address
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Scott Crawford 9025 South 700 West
Sandy, UT 84070
Karen Pollino 9025 South 700 West
Sandy, UT 84070
Angela Morin 9025 South 700 West
Sandy, UT 84070
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
There shall be no preemptive right to acquire unissued and/or treasury
shares of the stock of the Corporation.
<PAGE>
ARTICLE VIII
LIABILITY OF OFFICERS AND DIRECTORS
A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional misconduct,
fraud, an knowing violation of law or the payment of an unlawful dividend in
violation of NRS 78.300.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall identify any and all persons who may serve or who
have served at any time as directors or officers or who, at the request of the
Board of Directors of the Corporation, may serve or at any time have served as
directors or officers of another corporation in which the Corporation at such
time owned or may own shares of stock or of which it was or may be a creditor,
and their respective heirs, administrators, successors and assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees and
amounts paid in settlement (before or after suit is commenced), actually and
necessarily by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them, are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers of the Corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer of the Corporation, or of such other corporation or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or misconduct in the performance
of his duty. Such indemnification shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law, agreement, vote
of shareholder or otherwise.
DATED this 8th day of May, 1997.
OPAL TECHNOLOGIES, INC.
(formerly Med-Tex Corporation)
/s/ Scott Crawford
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Scott Crawford
President
Attest:
/s/ Karen Pollino
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Karen Pollino
Secretary
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
On May , 1997 personally appeared before me, a Notary Public, Scott
Crawford, who acknowledged that he executed the above document in his capacity
as President of Med-Tex Corporation.
Notary Public
STATE OF TEXAS
COUNTY OF HARRIS
On May , 1997 personally appeared before me, a Notary Public, Karen
Pollino, who acknowledged that she executed the above document in his capacity
as President of Med-Tex Corporation.
Notary Public
Opal Technologies, Inc.
Certificate of Designation, Preferences and Rights
of a Series of 100,000 Shares of Preferred Stock,
$.001 Par Value, Designated
"Series A Preferred Stock"
Opal Technologies, Inc., a Nevada Corporation (the "Corporation"), by way
of this Certificate of Designation, Preferences and Rights (as it may hereafter
be amended, modified or supplemented upon vote of the Board of Directors of the
Corporation and approval of all holders of Series A Preferred Stock, as such
term is hereinafter defined, this ("Certificate") certifies that, pursuant to
the authority expressly vested in the Board of Directors by the Corporation's
Articles of Incorporation, and in accordance with the provisions of Section
78.195 of the Nevada Revised Statutes, the Board of Directors of the Corporation
has duly adopted the following resolutions creating a series of its Preferred
Stock designated as Series A Preferred Stock:
RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors of the Corporation by the provisions of the Articles
of Incorporation of the Corporation, as amended, this Board of Directors
hereby creates a series of Preferred Stock, $.001 par value, and this Board
of Directors hereby fixes the designation and the voting power, preferences
and rights, and the qualifications, limitations or restrictions thereof, of
the shares of such series (in addition to the powers, preferences and
rights, and the qualifications, limitations or restrictions thereon, set
forth in the Articles of Incorporation, as amended, which are applicable to
all series of Preferred Stock of the Corporation) as follows:
One hundred thousand (100,000) shares of Preferred Stock, par value $.001
per share, of the Corporation are hereby constituted as a series of
Preferred Stock designated as Series A Preferred Stock (the "Series A
Preferred Stock") with the voting powers and the preferences and rights
hereinafter set forth:
Section 1. Dividends. The holders of shares of Series A Preferred
Stock (the "Preferred Shares") shall be entitled to receive out of the
assets of the Corporation legally available for dividends such
dividends in cash, stock or property as the board of directors shall,
in its discretion, declare from time to time.
Section 2. Liquidation Preference. In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether
voluntary or involuntary, the holders of the Preferred Shares shall be
entitled to be paid first out of the assets of the Corporation
available for distribution to holders of the Corporation's capital
stock of all classes an amount equal to $.001 per share of Series A
Preferred Stock, and no more, before any distribution shall be made to
the holders of the Common Stock or any other class of capital stock or
series thereof ranking junior to the Preferred Shares with respect to
the distribution of assets. If the assets of the Corporation shall be
insufficient to permit the payment in full to the holders of the
Preferred Shares of the amounts thus distributable, then the entire
assets of the Corporation available for such distribution shall be
distributed ratably among the holders of the Preferred Shares in
proportion to the full preferential amount each such holder is
otherwise entitled to receive.
<PAGE>
Section 3. Voting Rights. The holders of the Series A Preferred Stock
shall, as a class, be entitled to such number of votes as shall
constitute thirty percent (30%) of the total eligible votes in all
matters voted on by the shareholders of the Corporation an shall be
further entitled to such voting rights as may be expressly required by
law. Without the approval of holders of a majority of the outstanding
Preferred Shares, the Corporation shall not (a) authorize, create or
issue any shares of any class or series ranking senior to the
Preferred Shares as to liquidation rights, (b) amend, alter or repeal,
by any means, the Certificate of Incorporation if the powers,
preferences, or special rights of the Preferred Shares would be
adversely affected, or (c) become subject to any restriction on the
Preferred Shares, other than restrictions arising solely under the
General Corporation Law of the State of Nevada or existing under the
Certificate of Incorporation as in effect on May 14, 1997.
Section 4. Rights Otherwise Identical. In all other respects, each
share of the Series A Preferred Stock and the share of any other
series, if any, shall have identical rights and privileges in every
respect.
IN WITNESS WHEREOF, Opal Technologies, Inc. has caused this Certificate to
be duly executed and attested effective as of the day of June, 1997.
Opal Technologies, Inc.
/s/ Scott Crawford
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By: Scott Crawford
President
Attest:
/s/ Karen Polino
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By: Karen Polino
Secretary
STATE OF Utah
COUNTY OF Salt Lake
I, Karen K. Hostetter , a Notary Public, do hereby certify that on this 26th day
of June, 1997, personally appeared before me Scott Crawford , who, being by me
first duly sworn declared that he is the President of Opal Technologies, Inc.,
that he signed the foregoing document as President of the corporation, and that
the statements therein contained are true and correct.
/s/ Karen K. Hostetter
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Notary Public in and for the
State of Utah
Karen K. Hostetter
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Printed Name of Notary Public
My Commission Expires: 8-6-98
