SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Vermont Pure Holdings, Ltd.
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(Exact name of registrant as specified in its charter)
Delaware 06-1325376
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(State of incorporation or organization) (I.R.S. Employer
Identification Number)
Route 66, PO Box C, Randolph, VT 05060
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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
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Common Stock American Stock Exchange
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. [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.(c), check the following box. [ ]
Securities Act registration statement file number to which this
form relates: N/A
Securities to be registered pursuant to Section 12(g) of the Act:
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Item 1. Description of Registrant's Securities to be Registered.
Holders of the Company's Common Stock are entitled to one vote per share,
to receive dividends when, as and if declared by the Board of Directors and to
share ratably in the assets of the Company legally available for distribution to
holders of Common Stock in the event of liquidation, dissolution or winding up.
Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. Holders of Common Stock are entitled to elect all the
directors of the Company. Holders of Common Stock do not have cumulative voting
rights, which means that holders of more than half of the shares voting For the
election of directors can elect all the directors which holders of Common Stock
can elect, if they choose to do so, and in such event holders of the remaining
shares will not be able to elect any directors. All outstanding shares of Common
Stock are fully paid and non-assessable. The rights of holders of Common Stock
may in the future become subject to the voting, dividend, liquidation and other
preferential rights of holders of the Company's Preferred Stock, par value $.001
per share, of which 500,000 shares are authorized and no series or shares of
Preferred Stock have been designated or issued. The Board of Directors has the
authority to designate one or more series of Preferred Stock and to issue the
shares thereof without the consent of holders of Common Stock.
The Company is subject to Section 203 of the Delaware General
Corporation Law, which, in general, prohibits a publicly held Delaware
Corporation, like the Company, from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless, prior
to the date of such transaction, the Board approved the business combination or
the transaction that resulted in the Stockholder becoming "interested," or
unless certain supermajority approvals have been obtained from the stockholders
of the Company as set forth in Section 203. A "business combination" includes a
merger, asset sale or other transaction resulting in a financial benefit to the
interested stockholder. An "interested stockholder" is a person who, together
with affiliates and associates, as defined, owns 15% or more of the
corporation's outstanding voting stock.
Item 2. Exhibits. N/A
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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, thereto duly authorized.
Vermont Pure Holdings, Ltd.
By: /s/ Bruce s. MacDonald
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Name: Bruce S. MacDonald
Title: Vice President, CFO
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