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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
Soulfood Concepts, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-3585743
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(State of incorporation or organization) (I.R.S Employer Identification No.)
630 Ninth Avenue, Suite 310, New York, NY 10036
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following 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), please check the following 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 the following box. [ ]
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. [X]
Securities Act registration statement file number to which this Form relates:
(if applicable)
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 Stock $0.003 par value
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
GENERAL
The company is authorized to issue an aggregate of 15,000,000 shares of
capital stock, consisting of 14,500,000 shares of common stock, $0.003 par
value, and 500,000 shares of preferred stock, $0.003 par value. As of March
25,2000 there were 3,998,177 shares of common stock outstanding.
COMMON STOCK
The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. The holders of common
stock are entitled to receive ratably such dividends, if any, as may be declared
from time to time by the board out of funds legally available therefor. The
company does not anticipate paying dividends on the common stock in the
foreseeable future.
In the event of a liquidation, dissolution or winding up of the holders of
common stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preference and other amounts owed to the
holders of the preferred stock. Holders of common stock have no preemptive
rights or rights to convert their common stock into any other securities. There
are no redemption or sinking fund provisions applicable to the common stock. All
shares of common stock are, and the shares of common stock to be outstanding
upon completion of this offering will be, fully paid and non-assessable.
PREFERRED STOCK
The board is authorized, without further stockholder action, to issue up to
500,000 shares of blank check preferred stock having a par value of $.003 per
share. We do not currently have any shares of preferred stock issued or
outstanding and the preferred stock is not being registered under this
registration statement.
TRANSFER AGENT
The transfer agent and registrar for the common stock is Interwest Transfer
Co., 1981 E. 4800 South, Suite 400, Salt Lake City UT 84117.
DELAWARE ANTI-TAKEOVER STATUTE
The company is subject to Section 203 of the Delaware General Corporation
law, which, subject to certain exceptions, prohibits a publicly held Delaware
corporation from engaging in any "business combination" with any "interested
stockholder" for a period of three years following the date that such
stockholder became an interested stockholder, unless:
o prior to such date, the board of directors of the corporation
approved either the business combination or the transaction that
resulted in the stockholder becoming
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an interested stockholder, the interested stockholder;
o upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction was commenced; and
o on or subsequent to such date, the business combination is
approved by the board of directors and authorized at an annual
or special meeting of stockholder, and not by written consent,
by the affirmative vote of at least 66 2/3% of the outstanding
voting stock that is not owned by the interested stockholder.
Section 203 defines "business combination" to include:
o any merger or consolidation involving the corporation and the
interested stockholder;
o any sale, transfer, pledge or other disposition of 10% or more of
the assets of the corporation involving the interested
stockholder;
o subject to certain exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder;
o any transaction involving the corporation that has the effect
of increasing the proportionate share of the stock of any
class or series of the corporation beneficially owned by the
interested stockholder; and
o the receipt by the "interested stockholder" of the benefit of
any loans, advances, guarantees, pledged or other financial
benefits provided by or through the corporation.
In general, Section 203 defines an interested stockholder as an entity or person
beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by such entity or person.
ITEM 2. EXHIBITS.
THE FOLLOWING DOCUMENTS HERETOFORE FILED BY US WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") ARE HEREBY INCORPORATED BY REFERENCE:
Exhibit No. Description
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2.1 (2) Agreement and Plan of Reorganization
3.1 (1) Certificate of Incorporation
3.2 (1) By- Laws of the Company
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3.3 (3) Amended Certificate of Incorporation
3.4 (3) Amended and Restated By-Laws of the company
3.5 (3) Amended Certificate of Incorporation
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(1) Incorporated by reference from registrants registration statements on
Form S-18, File No. 22-382321- N.Y
(2) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1992.
(3) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1996.
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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 to be signed
on its behalf by the undersigned, thereunto duly authorized.
SOULFOOD CONCEPTS, INC.
Dated: April 11, 2000 By: /s/ Mark Campbell
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Mark Campbell, President and
Chief Executive Officer
