FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
(Exact name of registrant as specified in its charter)
COLORADO 93-0962072
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5525 ERINDALE DRIVE, SUITE 201, COLORADO SPRINGS, COLORADO 80918
(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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, $.0001 par value per share
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital of Consolidated Capital of North
America, Inc. ("Company") consists of 60,000,000 shares, of
which 10,000,000 shares are Preferred Stock, par value $.01 per
share, and 50,000,000 shares are Common Stock, par value $.0001
per share.
Common Stock.
This Registration Statement relates to the Common Stock of the
Company, par value $.0001 per share. The Articles of
Incorporation of the Company, as amended, authorize the issuance
of a maximum of 50,000,000 shares of Common Stock.
Each share of Common Stock outstanding is entitled to one vote in
all meetings of shareholders. All shares of Common Stock are
equal to each other with respect to liquidation rights and
dividend rights. There are no preemptive rights to purchase any
additional shares of Common Stock. The Articles of
Incorporation of the Company prohibit cumulative voting in the
election of directors. Directors may be elected by a plurality
of shares cast at any shareholders' meeting. All other actions
requiring a vote of the shareholders require a majority under the
Company's Bylaws. In the event of liquidation, dissolution, or
winding up of the Company, holders of the Common Stock will be
entitled to receive, on a prorata basis, all assets of the
Company remaining after satisfaction of all liabilities and all
liquidation preferences, if any, granted to holders of Preferred
Stock of the Company.
As of the date of filing this Registration Statement, the Company
had outstanding an aggregate of 1,529,546 shares of Common
Stock.
Preferred Stock.
The Articles of Incorporation of the Company authorize the
issuance of a maximum of 10,000,000 shares of Preferred Stock,
par value $.01 per share. Prior to the date of this registration
statement, the Company designated a series of Preferred Stock
consisting of 450,000 shares, known as Series A Preferred Stock,
of that amount 450,000 were issued, subsequently converted to
Common Stock and cancelled. As a result of that conversion no
further Series A Preferred Stock can be issued. However, since
the issuance of Preferred Stock in the future may affect the
rights of holders of Common Stock a description of the Preferred
Stock is provided herein. This Registration Statement does not
cover any of the Preferred Stock.
The Articles of Incorporation vest the directors of the Company
with the authority to divide the class of Preferred Stock into
series and to fix and determine the relative rights and
preferences of the shares of any such series so established to
the full extent permitted by the laws of the State of Colorado
and the Articles of Incorporation in respect of, among other
things, (a) the number of shares of Preferred Stock to constitute
such series and the distinctive designation thereof; (b) the rate
and preference of dividends, if any, the time of payment of
dividends, whether dividends are cumulative and the date from
which any dividends shall accrue; (c) whether the Preferred Stock
may be redeemed, and if so, the redemption price and the terms
and conditions of redemption; (d) the liquidation preference
payable on Preferred Stock in the event of any voluntary or
involuntary liquidation; (e) sinking fund or other provisions, if
any, for redemption or purchase of Preferred Stock; (f) the terms
and conditions by which the Preferred Stock may be converted, if
the Preferred Stock of any series is issued with the privilege of
conversation; and (g) voting rights, if any.
As of the date of filing this Registration Statement, there are
no shares of Preferred Stock outstanding.
Item 2. Exhibits.
The following Exhibits are filed or incorporated by
reference to, with this Registration Statement:
Exhibit No.
1.1 Articles of Incorporation of the Company as filed
with the Colorado Secretary of State on March 17,
1992.
1.2 Bylaws (Incorporated by reference as Exhibit 3.3 to
Registration Statement on Form 5-18, SEC. File No.
33-24299).
1.3 Specimen Certificate for Common Stock, $.0001 par
value per share. (Incorporated by reference as
Exhibit 4.1 to Registration Statement).
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.
CONSOLIDATED CAPITAL OF
NORTH AMERICA, INC.
(Registrant)
Date: December 04, 1996 \s\ Raymond E. McElhaney
By: Raymond E. McElhaney,
President and
Chief Executive Officer
ARTICLES OF INCORPORATION
OF
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Incorporator, being a natural person of the age of eighteen years
or more, and desiring to form a body corporate under the laws of
the State of Colorado, does hereby sign, verify and deliver in
duplicate to the Secretary of State of the State of Colorado
these Articles of Incorporation:
ARTICLE I. Name. The name of the Corporation is:
Consolidated Capital of North America, Inc.
ARTICLE II. Duration. The Corporation shall have perpetual
existence.
ARTICLE III. Purposes. The nature of the business of the
Corporation and the objects and purposes and business thereof
proposed to be transacted, promoted or carried on are as follows:
Section 1. Specific Purposes. The Corporation is organized
to:
A. engage in the exploration, development and
production of oil and natural gas; to purchase, sell,
exchange, lease, acquire and otherwise deal in oil and
natural gas and other properties and otherwise to engage in
any activity incident to acquisition, development or
production of oil and gas; and
B. to engage in the purchase and sale of all types
of business and investments, including real and personal
property, and securities.
Section 2. General Purposes. The Corporation is organized
to engage in any lawful act or activity for which corporations
may be organized under the Colorado Corporation Code.
ARTICLE IV. Capital Structure.
Section 1. Authorized Capital. The total number of shares
of all classes which the Corporation shall have authority to
issue is 60,000,000 of which 10,000,000 shall be Preferred
Shares, par value $.01 per share, and 50,000,000 shall be Common
Shares, par value $.0001 per share, and the designations,
preferences, limitations and relative rights of the shares of
each class are as follows:
Section 2. Preferred Shares. The Corporation may divide
and issue the Preferred Shares in series. Preferred Shares of
each series when issued shall be designated to distinguish them
from the shares of all other series. The Board of Directors is
hereby expressly vested with authority to divide the class of
Preferred Shares into series and to fix and determine the
relative rights and preferences of the shares of any such series
so established to the full extent permitted by these Articles of
Incorporation and the Colorado Corporation Code in respect to the
following:
A. The number of shares to constitute such
series,and the distinctive designations thereof;
B. The rate and preference of dividends, if any,the
time of payment of dividends, whether dividends are
cumulative and the date from which any dividend shall
accrue;
C. Whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
D. The amount payable upon shares in event of
involuntary liquidation;
E. The amount payable upon shares in event of
voluntary liquidation;
F. Sinking fund or other provisions, if any,
for the redemption or purchase of shares;
G. The terms and conditions on which shares
may be converted, if the shares of any series are
issued with the privilege of conversion;
H. Voting powers, if any; and
I. Any other relative rights and preferences
of shares of such series, including, without
limitation, any restriction on an increase in the
number of shares of any series theretofore authorized
and any limitation or restriction of rights or powers
to which shares of any future series shall be subject.
Section 3. Common Shares.
A. The rights of holders of Common Shares to
receive dividends or share in the distribution of
assets in the event of liquidation, dissolution or
winding up of the affairs of the Corporation shall be
subject to the preferences, limitations and relative
rights of the Preferred Shares fixed in the resolution
or resolutions which may be adopted from time to time
by the Board of Directors of the Corporation providing
for the issuance of one or more series of the Preferred
Shares.
B. The holders of the Common Shares shall be
entitled to one vote for each Common Share held by them
of record at the time for determining the holders
thereof entitled to vote.
ARTICLE V. Board of Directors. The business and affairs of
the Corporation shall be managed by the Board of Directors. The
number of directors constituting the Board of Directors shall be
fixed in the manner provided in the Bylaws of the Corporation,
subject to the limitation that the initial Board of Directors of
the Corporation shall consist of four persons. Those persons
shall serve as directors of the Corporation until the first
annual meeting of shareholders or until their successors shall
have been elected and qualified. The names and addresses of the
initial Board of Directors are as follows:
Raymond E. McElhaney 14150 Candlewood Ct.
Colorado Springs, CO 80921
Ronald R. McGinnis P.O. Box 105
Coffeyville, KS 67337
Frank J. Ruberto 7313 S. Costilla St.
Littleton, CO 80120
Bill Conrad 3880 Saddlerock Rd.
Colorado Springs, CO 80918
In accordance with the Bylaws of the Corporation, the Board
of Directors may be divided into three classes, each class to be
as nearly equal in number as possible, the term of office of
directors of the first class to expire at the first annual
meeting of shareholders after their election, that of the second
class to expire at the second annual meeting after their
election, and that of the third class to expire at the third
annual meeting after their election. At each annual meeting
following such classification and division of the members of the
Board of Directors, a number of directors equal to the number of
directorships in the class whose term expires at the time of such
meeting shall be elected to hold office until the third
succeeding annual meeting of shareholders of the Corporation.
ARTICLE VI. Powers of Board of Directors. The following
provisions are inserted for the management of the business and
for the conduct of the affairs of the Corporation, and its is
expressly provided that they are intended to be in furtherance
and not in limitation or exclusion of the powers conferred by the
statutes of the State of Colorado.
Section 1. The number of directors of the Corporation shall
be fixed from time to time by, or in the manner provided in, the
Bylaws, but in no case shall the number be less than three.
Section 2. The Board of Directors shall have the power from
time to time to fix and to determine and vary the amount of the
working capital of the Corporation and to direct and determine
the use and disposition of any surplus or net profits over and
above the capital as determined pursuant to, and subject to, the
provisions of the Colorado Corporation Code; and in its
discretion the Board of Directors may use and apply any such
surplus or accumulative profits in purchasing or acquiring bonds,
debentures, notes, or other obligations or securities of the
Corporation or shares of its own stock of any class so far as may
be permitted by law, to such extent and in such manner and upon
such terms as the Board of Directors shall deem expedient, but
any such bonds, debentures, notes, obligations, securities or
stock so purchased or acquired (together with any stock or
securities acquired in satisfaction of a debt or otherwise), may
be resold. Nothing herein contained, however, shall be held to
limit the general power of the Corporation to apply any other
funds or assets to the purchase or acquisition or retirement of
its stock, bonds, debentures, notes or other obligations or
securities.
Section 3. The Board of Directors, subject to the
applicable provisions of the Colorado Corporation Code, may from
time to time determine whether and to what extent, and at what
times and places and under what conditions and regulations the
accounts and books of the Corporation or any of them shall be
open to the inspection of the shareholders; and no shareholder
shall have any right to inspect any account, book or document of
the Corporation, except as conferred by law or as authorized by
the Board of Directors or by resolutions of the shareholders.
Section 4. The books of the Corporation may be kept within
or without the State of Colorado at such place or places as may
be designated from time to time by the Board of Directors.
Elections of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
Section 5. The Board of Directors may authorize and cause
to be executed mortgages, deeds of trust, pledges and liens upon
the real and personal property of the Corporation, without
limitation as to amount or otherwise.
Section 6. Except as otherwise provided by law and, subject
to any limitations contained in the Bylaws adopted by the holders
of the Corporation's Common Shares, the Board of Directors may,
by the favorable vote of a majority of the directors present at a
meeting at which a quorum is present, or as otherwise specified
in the Bylaws, adopt, amend, alter or repeal Bylaws from time to
time; Bylaws, including Bylaws adopted by the Board of Directors,
may also be altered, amended or repealed by the holders of the
Corporation's Common Shares entitled to vote thereon as specified
in the Bylaws.
Section 7. Special meetings of the shareholders of the
Corporation may be called by the Board of Directors, and shall be
called by the Corporation at the request of any shareholder or
group of shareholders holding not less than 10% of the then
outstanding Common Shares and at the request of such other
person or persons as may be authorized by the Bylaws.
Section 8. The Board of Directors may determine, from time
to time, the amount of compensation which shall be paid to its
members. The Board shall also have power, in its discretion, to
provide for and to pay directors rendering unusual or exceptional
services to the Corporation special compensation appropriate to
the value of such services as determined by the Board of
Directors from time to time.
Section 9. In addition to the powers and authorities
hereinbefore or by statute expressly conferred upon it, the Board
of Directors is hereby empowered to exercise all such powers and
to do all such acts and things as may be exercised or done by the
Corporation; subject, nevertheless, to the provisions of the
statutes of the State of Colorado, of these Articles of
Incorporation and of any Bylaws from time to time made by the
shareholders; provided, however, that no Bylaws so made shall
invalidate any prior act of the Board of Directors which would
have been valid if such Bylaws had not been made.
ARTICLE VII. Voting by Shareholders.
Section 1. Cumulative Voting. Cumulative voting shall
not be allowed in the election of directors of the Corporation
and every shareholder entitled to vote at such election shall
have the right to vote the number of shares owned by him for as
many persons as there are directors to be elected, and for whose
election he has a right to vote.
Section 2. Denial of Preemptive Rights. No
shareholder of the Corporation shall by reasons of his holding
shares of any class or series have any preemptive or preferential
rights to purchase or subscribe to any shares of any class or
series of the Corporation now or hereafter to be authorized, or
any notes, debentures, bonds or other securities convertible into
or carrying options or warrants to purchase shares of any class
or series now or hereafter to be authorized, whether or not the
issuance of any such shares or notes, debentures, bonds or other
securities would adversely effect the dividend or voting rights
of such shareholder, other than such rights, if any, as the Board
of Directors, in its discretion from time to time, may grant, and
at such price as the Board of Directors, in its discretion, may
fix; and the Board of Directors, if otherwise authorized by the
provisions of these Articles of Incorporation may issue shares of
any class or series of the Corporation or any notes, debentures,
bonds or other securities convertible into or carrying options or
warrants to purchase shares of any class or series, without
offering any such shares of any class or series either in whole
or in part to the existing shareholders of any class or series.
Section 3. Majority Vote. When, with respect to any
action to be taken by the shareholders of the Corporation, the
Colorado Corporation Code requires the vote or concurrence of the
holders of greater than a majority of the outstanding shares, or
of any class or series entitled to vote thereon, any and every
such action shall be taken, notwithstanding the requirements of
the Colorado Corporation Code, by the affirmative vote or
concurrent of the holders of a majority of the outstanding
shares, or of any class or series entitled to vote thereon.
ARTICLE VIII. Right of Directors to Contract with
Corporation.
Section 1. No contract or other transaction between
the Corporation and one or more of its directors or any other
corporation, firm, association or entity in which one or more of
the directors of the Corporation are directors or officers or are
financially interested, shall be either void or voidable solely
because such directors are present at the meeting of the Board of
Directors or a committee thereof which authorizes or approves
such contract or transaction or solely because their votes are
counted for such purpose if:
A. The fact of such relationship or interest is
disclosed or known to the Board of Directors or
committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient
for that purpose without counting the votes or consents
of the interested directors; or
B. The fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote
and they authorize, approve or ratify such contract or
transaction by vote or written consent; or
C. The contract or transaction is fair and
reasonable to the Corporation.
Section 2. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof which authorizes, approves or
ratifies such contract or transaction.
ARTICLE IX. Indemnification of Officers, Directors and
Others. The Board of Directors of the Corporation shall have the
power to:
Section 1. Indemnify any director, officer, employee
or agent of the Corporation to the fullest extent permitted by
the Colorado Corporation Code as presently existing or as
hereafter amended.
Section 2. Authorize payment of expenses (including
attorney's fees) incurred in defending a civil or criminal
action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay
such amount unless it is ultimately determined that he is
entitled to be indemnified by the Corporation as authorized in
this Article IX.
Section 3. Purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or
agent of the Corporation or who is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status
as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this
Article IX.
The indemnification provided by this Article IX shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled under these Articles of Incorporation, and
Bylaws, agreement, vote of shareholders or disinterested
directors or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as
to action in another capacity while holding such office, shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
ARTICLE X. Corporate Opportunity. The officers, directors
and other members of management of this Corporation shall be
subject to the doctrine of "corporate opportunities" only insofar
as it applies to business opportunities in which this Corporation
has expressed an interest as determined from time to time by this
Corporation's Board of Directors as evidenced by resolutions
appearing in the Corporation's minutes. Once such areas of
interest are delineated, all such business opportunities within
such areas of interest which come to the attention of the
officers, directors, and other members of management of this
Corporation shall be disclosed promptly to this Corporation and
made available to it. The Board of Directors may reject any
business opportunity presented to it and thereafter any officers,
directors or other member of management may avail himself of such
opportunity. Until such time as this Corporation, through its
Board of Directors, has designated an area of interest, the
officers, directors and other members of management of this
Corporation shall be free to engage in such areas of interest on
their own and this doctrine shall not limit the right of any
officer, director or other member of management of this
Corporation to continue a business existing prior to the time
that such area of interest is designated by the Corporation.
This provision shall be construed to release any employee of this
Corporation (other than an officer, director or member of
management) from any duties which he may have to this
Corporation.
ARTICLE XI. Limitations on Director Liability. To the
fullest extent permitted by the Colorado Corporation Code as the
same exists or may hereafter be amended, a director of this
Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as
a director, so long as such director acted in good faith.
ARTICLE XII Powers and Limitations. The powers and
limitations of the Corporation shall be those set forth by the
Colorado Corporation Code, under which this Corporation is
formed.
ARTICLE XIII. Registered Office and Registered Agent. The
registered office of the Corporation is located at 5525 Erindale
Drive, Suite 201, Colorado Springs, Colorado 80918; the name of
the registered agent of the Corporation at such address is
Raymond E. McElhaney.
ARTICLE XIV. Incorporator. The name and address of the
Incorporator is as follows:
David J. Babiarz, Esq.
Overton & Sykes, P.C.
7720 E. Belleview Avenue, Suite 200
Englewood, Colorado 80111
ARTICLE XV. Rights to Amend, Alter, Change or Repeal. The
Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation in the
manner now or hereinafter prescribed herein or by statute, and
all rights conferred upon shareholders herein are granted subject
to this reservation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this _______ day of _________________, 1992.
___________________________________
David J. Babiarz, Incorporator
STATE OF COLORADO )
)ss.
COUNTY OF ARAPAHOE )
The undersigned, a Notary Public, hereby certifies that on
this ______ day of _____________________, 1992, personally
appeared David J. Babiarz, who, being by me first duly sworn,
declared that he is the person who signed the foregoing document
as Incorporator, and that the statements therein contained are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this _______ day of __________________, 1992.
Witness my hand and official seal.
My commission expires: _________________
___________________________________
Notary Public
