SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A12G
General Form For Registration of Securities Pursuant to
Sections 12(b) or (g) of the Securities Exchange Act of 1934
RENEGADE VENTURE (NEV.) CORPORATION
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(Exact name of registrant as specified in charter)
Nevada 84-1108499
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
90 Madison Street, Suite 707, Denver, Colorado 80206
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(Address of Principal Executive Offices) (Zip Code)
(303) 355-3000
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(Registrant's telephone number, including area code)
[ ] If this form relates to the registration of a class of debt securities
and is effective pursuant to General Instruction A.(c)(1), check this
box.
[ ] If this form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), check this box.
[ ] 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 this 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 this box.
Securities Act registration statement file number to which this form relates:
33-30476-D
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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
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 Par Value
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Title of Class
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Pursuant to this registration statement, RENEGADE VENTURE (NEV.)
CORPORATION ("Company") is registering under Section 12(g) of the Securities
Exchange Act of 1934, as amended, its common stock, par value $.001 per share
("Common Stock" or "Common Shares"). The Company's certificate of incorporation
authorizes the issuance of 50,000,000 shares of 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 not less than one (1) and not
more than seven (7) directors, and the number has been fixed at three (3) by the
Board of 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 10% 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.
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
document, as indicated.
1(a) Specimen common stock certificate ............................ 1
2(a) Certificate of Incorporation of Renegade Venture (Nev.)
Corporation, incorporated by reference to Exhibit 3.1 to Form
8-K dated September 22, 1997.
2(b) Bylaws of Renegade Venture (Nev.) Corporation, incorporated by
reference to Exhibit 3.2 to Form 8-K dated September 22, 1997.
1 - Included as part of this registration statement.
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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: December 8, 1999
RENEGADE VENTURE (NEV.) CORPORATION
By: /s/ Randy J. Sasaki
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Randy J. Sasaki, President and
Chief Executive Officer
<PAGE>
Exhibit 1(a)
SPECIMEN COMMON STOCK CERTIFICATE
RENEGADE VENTURE (NEV.) CORPORATION
Organized under the laws of the State of Nevada
Common Stock, $.001 Par Value
Number____ Shares____
THIS CERTIFIES that
is the registered owner of
fully paid and non-assessable shares of common stock, $.001 par value, of
RENEGADE VENTURE (NEV.) CORPORATION, a Nevada corporation, transferable on the
books of the Corporation by the registered holder hereof in person or by duly
authorized attorney, upon surrender of this certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be subject to
all of the provisions of the Corporation's Articles of Incorporation and all
amendments thereto (copies of which are on file with the Transfer Agent and in
the office of the Secretary of State of Nevada) to all of which the holder, by
acceptance hereof, assents. This Certificate is not valid unless countersigned
by the Transfer Agent.
WITNESS the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
Dated:
By: (SEAL) By:
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President Secretary
Countersigned and Registered:
TRANSFER AGENT:
By:
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Authorized Officer
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[Reverse side] RENEGADE VENTURE (NEV.) CORPORATION
The Corporation is authorized to issue shares of more than one class,
namely 50,000,000 shares of Common Stock and 5,000,000 shares of Preferred
Stock. Pursuant to the Nevada General Corporation Law, the Corporation will
furnish to any shareholder upon request (addressed to the attention of the
Company Secretary) and without charge a full statement of the designations,
preferences, limitations and relative rights of the shares of each class
authorized to be issued by the Corporation and of variations in the relative
rights and preferences between the shares of each series of preferred stock of
the Corporation insofar as any such series has been fixed and determined, and a
statement of the authority of the Board of Directors of the Corporation to fix
and determine the relative rights and preferences of subsequent series of
preferred stock.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the
entireties _____________Custodian__________
JT TEN - as joint tenants with (Cust) (Minor)
right of survivorship under Uniform Gifts to Minors
and not as tenants Act ____________________________
in common and not as (State)
community property
FOR VALUE RECEIVED_________________________________________ hereby sell, assign
and transfer to
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(Please Insert Social Security or Other Identifying Number of Assignee
________________)
Please print of type name and address of assignee
___________________________________________________ _______ Shares of the Common
Stock represented by the within certificate and do hereby constitute and
appoint________________________________ Attorney to transfer the said stock on
the books of the Corporation, with full power of substitution.
DATED_______________, 19__
SIGNATURE GUARANTEED: The signature(s) to this assignment must correspon
with the name(s) as written upon the face of this
certificate in every particular, without any
alteration or enlargement, or any other change
whatever. Each signature(s) must be guaranteed by a
bank, trust company or other eligible guarantor
institution that is a member of an approved
signature guarantee medallion program pursuant to
SEC Rule 17Ad-15.
