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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 84-1097751
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
17100 EL CAMINO REAL
HOUSTON, TEXAS 77058
(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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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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INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Form 8-A is submitted by Charter Communications International, Inc.
(the "Company"), successor by merger to Maui Capital Corporation, in order to
register pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the common stock, $.00001 par value per share (the
"Common Stock"), of the Company.
The Company is authorized to issue 45,000,000 shares of Common Stock and
100,000 shares of preferred stock, $.01 par value per share (the "Preferred
Stock"). The Preferred Stock is "blank check" and may be issued with such
rights and preferences, including with respect to voting, dividends,
distributions on liquidation and conversion into Common Stock, as the Board of
Directors of the Company determines in its discretion. Currently, there are no
shares of Preferred Stock issued and outstanding, nor have the rights and
preferences thereof or of any series thereof been designated by the Company.
Each share of Common Stock entitles the holder thereof to one vote in the
election of Directors of the Company and to one vote on such other matters as
may come before the holders of the Common Stock of the Company pursuant to
applicable law, the Articles of Incorporation or Bylaws of the Company or
otherwise. Pursuant to Nevada law and the Articles of Incorporation and Bylaws
of the Company, the vote of the stockholders on any action is a majority.
Each share of Common Stock is entitled to payment upon liquidation of the
Company after the payment of creditors and any shares of preferred stock
designated to receive preferential payments upon liquidation over that of the
holders of Common Stock.
To the extent that the Board of Directors can modify the rights of the
holders of Common Stock by designating a series of Preferred Stock with rights
superior to that of the Common Stock, the rights of such holders of Common Stock
may be modified without the consent of the holders of a majority of such Common
Stock.
There are no provisions in the Articles of Incorporation or Bylaws of the
Company which would have the effect of delaying, deferring or preventing a
change of control of the Company and that would operate only with respect to an
extraordinary corporate transaction involving the Company (or any of its
subsidiaries), such as a merger, reorganization, tender offer, sale or transfer
of substantially all of its assets, or liquidation.
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ITEM 2. EXHIBITS.
I. Copies of all constituent instruments defining the rights of holders
of Common Stock:
- Reference is made to the Articles of Incorporation of the Company
filed as Exhibit 3.01 to Form 10-QSB filed with the Commission
for the Quarter ended March 31, 1996.
- Reference is made to the Bylaws of the Company filed as Exhibit
3.02 to Form 10-QSB filed with the Commission for the Quarter
ended March 31, 1996.
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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.
CHARTER COMMUNICATIONS
INTERNATIONAL, INC.
Date: June 10, 1996 By /s/ ROAN L. SCRAPER
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Roan L. Scraper, President
