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 12(g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
LIFEPOINT, INC.
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(Exact name of Registrant as specified in Its charter)
Delaware 33-0539168
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
10400 Trademark Street
Rancho Cucamonga, California 91730
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the Registr
registration of a class of securities -ation of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |X| |_|
Securities Act registration statement file number to which
this form relates: None
(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
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Common Stock, $.001 The American Stock Exchange LLC
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
LifePoint, Inc. (the "Company") has authorized 3,000,000 shares of
Preferred Stock, $.001 par value (the "Preferred Stock"), and 50,000,000 shares
of Common Stock, $.001 par value (the "Common Stock"). The Company seeks
registration under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), only as to the Common Stock in order to list such
class of stock on The American Stock Exchange LLC. The Common Stock is currently
registered pursuant to Section 12(g) of the Exchange Act.
Each Holder of the Common Stock is entitled (1) to one vote for each
share held of record, (2) to notice of any meeting of the stockholders of the
Company and (3) to a pro rata share of any dividends as, when and if declared by
the Board of Directors of the Company, subject to any preferential rights of the
then outstanding shares of the Preferred Stock (of which no series is currently
outstanding). Upon liquidation, dissolution or winding up of the Company's
affairs, each holder of the Common Stock is entitled to share ratably any assets
available for distribution after payment of all debts and any distribution in
respect of the then outstanding shares of the Preferred Stock (of which no
series is currently outstanding). Holders of the Common Stock have no
pre-emptive, subscription or conversion rights and have no sinking fund
provisions. There are no provisions in the Restated Certificate of Incorporation
or By-Laws of the Company which discriminate against any existing or prospective
holder of the Common Stock as a result of such holder's ownership of a
substantial amount of the Common Stock. All outstanding shares of the Common
Stock are fully paid and nonassessable and all shares of the Common Stock to be
issued in the future will be fully paid and nonassessable if (1) the entire
amount of the consideration given for such shares, as authorized pursuant to
Section 153 of the General Corporation Law of the State of Delaware (the "GCL"),
has been received by the Company in the form of cash, services rendered,
personal property, real property, leases of real property, or a combination
thereof or (2) not less than the amount of the consideration determined to be
capital pursuant to Section 154 of the GCL has been received by the Company in
such form and the Company has received a binding obligation of the subscriber or
purchaser to pay the balance of the subscription or purchase price. There are no
restrictions on the alienability of the Common Stock other than those which may
be imposed by the Securities Act of 1933, as amended, on particular shares.
The Restated Certificate of Incorporation provides for the issuance of
3,000,000 shares of the Preferred Stock. 600,000 of such shares were initially
designated as the Series A 10% Cumulative Convertible Preferred Stock (the
"Series A Preferred Stock"). All shares of the Series A Preferred Stock have
been converted into shares of the Common Stock, either pursuant to the
conversion provisions thereof or pursuant to the mandatory redemption by the
Company on March 24, 2000. All shares of the Series A Preferred Stock so
converted or redeemed have been restored to the status of authorized but
unissued shares of the Preferred Stock not constituting part of any series. The
Board of Directors of the Company is authorized to designate the remaining
series, to determine the number of shares of the Preferred Stock in each series
and to fix the powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof. Accordingly, the
Board could, without the approval of the holders of the Common Stock, issue a
new series of the Preferred Stock with voting and conversion rights which may
adversely affect the voting power of the holders of the Common Stock.
There are currently no provisions in the Restated Certificate of
Incorporation or the By-Laws of the Company that may have the effect of
delaying, deferring or preventing a change in control of the Company and that
would operate with respect to an extraordinary corporate transaction involving
the Company, such as a merger, a reorganization, a tender offer, a sale or
transfer of substantially all of its assets, or liquidation. However, the Board
of Directors of the Company could, without stockholder approval, authorize a new
series of the Preferred Stock with one or more provisions having the effect, or
operating in the manner, described in the preceding sentence, but has no current
intention to do so.
Holders of the Common Stock have no cumulative voting rights and there is
no classification of the Board of Directors, which means that stockholders
owning more than 50% of the outstanding shares of the Common Stock can vote to
elect all directors and, in such event, the holders of the remaining shares will
not be able to elect any of the Company's directors.
Dividend payments on the Common Stock are discretionary with the Board of
Directors of the Company and will depend on various factors, including the
Company's earnings, its capital requirements, its financial condition and the
status of dividends on any shares of the Preferred Stock then outstanding (of
which no series is currently outstanding). The Company has never paid or
declared any dividends on the Common Stock. Based upon the Board's current
intention of using funds for completion of the product development program and
bringing its first product to market and the current operational losses, the
Company does not contemplate or anticipate paying any dividends on the Common
Stock in the foreseeable future.
The Transfer Agent for the Common Stock is U.S. Stock Transfer
Corporation, 1745 Gardena Avenue, Suite 200, Glendale, CA 91204.
Item 2. Exhibits.
The following exhibits are incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1999:
Number Exhibit
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3(a) Copy of Restated Certificate of Incorporation of the Company as filed
in Delaware on April 29, 1999.
3(b) Copy of By-Laws of the Company as adopted in February 26, 1999.
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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.
LIFEPOINT, INC.
(Registrant)
Date: April 18, 2000 By: /s/ Linda H. Masterson
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Linda H. Masterson
President and Chief Executive Officer
