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
MILLENNIUM ELECTRONICS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 33-0750730
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(State of incorporation) (I.R.S. Employer
Identification No.)
31642 South Coast Highway
Laguna Beach, California 92699
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(Address of principal (Zip Code)
executive offices)
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. [ ]
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
Not applicable Not applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
$.001 Par Value Common Stock
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(Title of class)
Exhibit Index at Page 3
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The capital stock to be registered is the $.001 Par Value
Common Stock ("Common Stock") of Millennium Electronics,
Inc., a Nevada corporation (the "Registrant"), the successor
by merger to Beacon Capital Investment, Inc., a Delaware
corporation ("Beacon"). Although not the subject of this
Registration Statement, there is also authorized $.001 Par
Value Preferred Stock of the Registrant ("Preferred Stock"),
no shares of which are currently issued or outstanding.
Subject to the rights of holders of Preferred Stock, if any,
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 of Directors out of funds legally available
therefor. The Registrant does not anticipate paying any
cash dividends in the foreseeable future. Common Stock has
no conversion or preemptive rights or other subscription
rights. There are no sinking fund or redemption provisions
applicable to Common Stock. The holders of Common Stock are
entitled to one vote per share on all matters to voted upon
by the stockholders. Subject to the rights of holders of
Preferred Stock, if any, in the event of liquidation,
dissolution or winding up of the Registrant, the holders of
Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities.
The Board of Directors of the Registrant may designate and
issue Preferred Stock in such series and with such
preferences, privileges and powers as the Board of Directors
may determine.
There are 7,243,051 shares of Common Stock outstanding.
6,703,868 of the shares are "restricted securities" which
may be transferred pursuant to Rule 145 under the Securities
Act of 1933, as amended. The Registrant's transfer agent
has been instructed not to transfer on the Registrant's
stock ledger 1,500,000 of such shares until on or after
October 1, 1997. An additional 75,000 shares of Common
Stock are "restricted securities" which are not subject to
Rule 145.
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Item 2. EXHIBITS
Exhibit No. Description
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A Articles of Incorporation of the Registrant -
incorporated by reference to Exhibit B to Report
on Form 8-K filed with the SEC April 14, 1997 (SEC
File No. 33-45838-C).
B Bylaws of the Registrant - incorporated by
reference to Exhibit C to Report on Form 8-K filed
with the SEC April 14, 1997 (SEC File
No. 33-45838-C).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: May 2, 1997 MILLENNIUM ELECTRONICS, INC.
By: /s/ Troy D. Barnes
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Troy D. Barnes
President
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