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
UNITED STATES EXPLORATION, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 84-1120323
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1560 BROADWAY, SUITE 1900, DENVER, COLORADO 80202
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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 so registered each class is to be registered
Common Stock, $.0001 par value per share American Stock Exchange
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If this Form relates to the registration of a class of securities pursuant to
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. [X]
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. [ ]
Securities Act registration statement file number to which this form relates
________________ (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Securities to be Registered.
Common Stock
The Articles of Incorporation of the Company authorize issuance
of a maximum of 500,000,000 Common Shares, par value $.0001 per share.
Each Common Share is entitled to one vote at all meetings of
shareholders. There are no preemptive rights to purchase any
additional Common Shares. Cumulative voting is not allowed in the
election of directors. Subject to the rights of any outstanding
Preferred Stock, holders of Common Stock are entitled to received
dividends if and when declared by the Board of Directors out of funds
legally available therefor. In the event of liquidation, dissolution
or winding up of the Company, holders of Common Shares will be
entitled to receive on a pro rata basis all assets of the Company
remaining after satisfaction of all liabilities and all liquidation
preferences, if any, granted to holders of the Company's Preferred
Shares.
All of the Company's issued and outstanding Common Shares are
fully paid and non-assessable and are not subject to any future call.
As of the date of filing this Registration Statement, the Company had
outstanding an aggregate of 8,764,358 Common Shares.
Preferred Stock
The Articles of Incorporation of the Company authorize issuance
of a maximum of 100,000,000 Preferred Shares, par value $.01 per
share. The Board of Directors, without the approval of the holders of
Common Stock, is authorized 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 to the full extent
permitted by the laws of the State of Colorado. Issuance of Preferred
Stock may adversely affect the rights, privileges and preferences
afforded the holders of Common Stock, including a decrease in the
amount available for distribution to the holders of the Common Stock
in the event of liquidation or the payment of dividends. Issuance of
Preferred Stock may also have the effect of preventing or delaying a
change in control of the Company.
The only series of Preferred stock currently in existence is
Series "C" Preferred Stock ("Series "C" Preferred Stock"), which
consists of 4,000,000 shares. Holders of the Series "C" Preferred
Stock are entitled to receive, when, as and if declared by the Board
of Directors, out of funds at the time legally available therefor,
cash dividends at the annual rate of 8% (equal to $0.48 per share
annually) payable quarterly in arrears. No dividend or distribution
may be declared, paid or set apart for payment on the Common Shares or
any other stock ranking junior to the Series "C" Preferred Stock, nor
may any shares of stock ranking junior to the Series "C" Preferred
Stock be purchased, redeemed or acquired by the Company unless all
accrued and unpaid dividends on the Series "C" Preferred Stock have
been paid or declared and set apart for payment.
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In the event of any liquidation, dissolution or winding up of the
Company, holders of Series "C" Preferred Stock are entitled to receive
out of the assets of the Company available for distribution to
shareholders, $6.00 per share plus an amount equal to any accrued or
unpaid dividends to the payment date, and no more, before any payment
or distribution is made to the holders of the Common Shares. After
payment in full of the liquidation preference of the shares of Series
"C" Preferred Stock, the holders will not be entitled to any further
participation in any distribution of assets by the Company. Neither a
consolidation, merger or other business combination of the Company nor
a sale, lease or exchange or transfer of all or part of the Company's
assets for cash, securities or other property will be considered a
liquidation, dissolution or winding up of the Company.
The holders of the Series "C" Preferred Stock have no voting
rights except as described below or as required by law.
Whenever dividends on the Series "C" Preferred Stock have not
been paid in an amount equal to at least six quarterly dividends
(whether or not consecutive), the number of directors of the Company
will be increased by two, and the holders of Series "C" Preferred
Stock, voting separately as a class, will be entitled to elect two
additional directors to the Board of Directors at any meeting of
shareholders of the Company, at which directors are to be elected and
which is held during the period such dividends remain in arrears. Such
voting rights will terminate when all such dividends in default have
been paid in full or declared and set apart for payment. The term of
office of all directors so elected will terminate immediately upon
such payment or setting apart for payment.
So long as any Series "C" Preferred Stock is outstanding, the
Company shall not, without the affirmative vote of the holders of at
least 66 2/3% of all outstanding shares of Series "C" Preferred Stock,
voting separately as a class, (i) amend, alter or repeal any provision
of the Articles or the Bylaws of the Company so as to adversely effect
the relative rights, preferences, qualifications, limitations or
restrictions of the Series "C" Preferred Stock, (ii) authorize or
issue, or increase the authorized number of shares of any additional
class or series of stock, or any security convertible into stock of
such class or series, ranking senior to the Series "C" Preferred Stock
as to dividends or upon liquidation, dissolution or winding up of the
Company or (iii) effect any reclassification of the Series "C"
Preferred Stock. Neither shall the Company, without the affirmative
vote of at least 50% of all outstanding shares of Series "C" Preferred
Stock, voting as a class, authorize, issue or increase the authorized
number of shares of any additional class or series of stock, or any
security convertible to stock of such class or series, ranking on a
parity with the Series "C" Preferred Stock as to dividends,
liquidation or having superior voting rights or incur indebtedness or
authorize or issue, or increase the authorized amount of, any
additional class or series of stock ranking on a parity with the
Series "C" Preferred Stock as to dividend or liquidation rights, if
the adjusted shareholder's equity of the Company is less than the
aggregate liquidation preference of all Series "C" Preferred Stock.
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The Series "C" Preferred Stock is redeemable for cash, in whole
or in part, at any time or from time to time, at the option of the
Company, at $6.00 per share, plus any accrued or unpaid dividends,
whether or not declared. The Series "C" Preferred Stock is convertible
into Common Shares at the election of the holder at a rate, subject to
adjustment, of two shares of Common Stock for each share of Series "C"
Preferred Stock. In connection with any conversion, all accrued and
declared dividends through the end of the calendar quarter in which
the conversion is effected will be paid to the converting holder in
Common Shares, with any fractional Common Shares payable in cash.
Item 2. Exhibits.
The following Exhibits are filed with the copies of this Registration
Statement filed with the American Stock Exchange, but are not filed
with or incorporated by reference in the copies hereof filed with the
Commission:
Exhibit No.
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1.1 Articles of Incorporation of the Company as filed with the
Colorado Secretary of State on January 9, 1990 and as amended on
June 7, 1990, July 18, 1994 and September 24, 1996.
1.2 Bylaws of the Company.
1.3 Specimen Certificate for Common Stock, $.0001 par value per
share.
1.4 Annual Report of the Company on Form 10-KSB for the year ended
March 31, 1997.
1.5 Quarterly Report of the Company on Form 10-QSB for the quarter
ended June 30, 1997.
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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.
UNITED STATES EXPLORATION, INC.
Date: October 17, 1997 By: /s/ Bruce D. Benson
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Chairman and Chief Executive Officer
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