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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
SECURITIES EXCHANGE ACT OF 1934
MICROTEL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0226211
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(State of incorporation (IRS Employer
or organization) Identification No.)
2040 Fortune Drive
San Jose, California 95131
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section
12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Securities to be registered pursuant to Section 12(g)
of the Act:
Common Stock, $.0033 par value per share
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(Title of Class)
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(Title of Class)
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Item 1. Description of Registrant's Securities to be
Registered.
The holders of outstanding shares of Common Stock are entitled to
share ratably on a share-for-share basis with respect to any dividends when, as
and if declared by the Board of Directors out of funds legally available
therefor. Each holder of Common Stock is entitled to one vote for each share
held of record and are not entitled to cumulative voting rights. The Common
Stock is not entitled to conversion or preemptive rights and is not subject to
redemption. Upon liquidation, dissolution or winding up of the Company, and
subject to the prior rights of holders of the Company's Preferred Stock, if any,
the holders of Common Stock are entitled to receive pro rata all of the net
assets of the Company available for distribution to its stockholders.
Item 2. Exhibits.
1(a). Specimen form of certificate for the Registrant's
Common Stock.
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.
MICROTEL INTERNATIONAL, INC.
By:/s/DANIEL DROR
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Daniel Dror,
Chief Executive Officer
Dated: September 4, 1996
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EXHIBIT 1a.
NUMBER SHARES
MOL
MICROTEL INTERNATIONAL INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE MAY BE PRESENTED FOR TRANSFER
IN NEW YORK, NEW YORK OR DENVER, COLORADO
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 59514K 20 9
THIS CERTIFIES that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR
VALUE $.0033 PER SHARE, OF
MICROTEL INTERNATIONAL INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney, on surrender of this certificate properly
endorsed. This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar. Witness the facsimile
seal of the Corporation and the facsimile signatures of its duly
authorized officers.
Dated: [ ]
[ ]
[ CORPORATE SEAL ]
[ ]
[ ]
/s/BARRY E. REIFLER /s/DANIEL DROR
SECRETARY CHAIRMAN OF THE BOARD
& CHIEF EXECUTIVE OFFICER
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MICROTEL INTERNATIONAL INC.
The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Such request may be addressed to the Secretary of the Corporation
or to the Transfer Agent and Registrar named on the face of this Certificate.
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:
<TABLE>
<CAPTION>
<S> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT - _______ Custodian________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with the right of under Uniform Gifts to Minors
survivorship and not as tenants Act____________
in common (State)
</TABLE>
Additional abbreviations may also be used though no in the above list.
For Value Received, _______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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X
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NOTICE:THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN
UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
By
The signature(s) should be guaranteed by an eligible guarantor institution,
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
S.E.C. Rule 17Ad-15.
