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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 EXCHANGE ACT OF 1934
MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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GEORGIA 58-1949379
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5895 WINDWARD PARKWAY, SUITE 220 30202-4182
ALPHARETTA, GEORGIA 30202-4182 (Zip code)
(Address of principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which each
Title of each class to be so registered class is to be registered
Common Stock, without par value American Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Company is registering shares of its common stock, without par
value (the "Common Stock"). The Company is authorized by its Articles of
Incorporation, as amended, to issue up to 106,000,000 shares of capital stock,
of which 6,000,000 shares have been designated Preferred Stock and 100,000,000
shares have been designated Common Stock. As of July 31, 1996, 14,163,786
shares of Common Stock were issued and outstanding. Subject to the priority
rights, if any, of any preferred stock from time to time outstanding, the
holders of Common Stock are entitled to receive and share equally any dividends
when and as declared by the Board of Directors, and dividends shall be paid by
the Company out of funds legally available therefor. In the event of any
liquidation, dissolution or winding-up of the Company, the holders of Common
Stock are entitled to share ratably in the assets of the Company available for
distribution after the payment of all prior claims against the Company
including the priorities, if any, of the Company's Preferred Stock then
outstanding. All outstanding shares of Common Stock are duly authorized and
validly issued, fully paid and nonassessable.
The holders of Common Stock are entitled to one vote per share on all
matters requiring a vote of the shareholders of the Company. The Common Stock
does not have cumulative voting rights, and, therefore, a majority of the
outstanding shares of Common Stock and other shares, if any, having rights to
vote with the Common Stock voting for the election of directors could, if they
choose to do so, elect 100% of the directors. The rights of holders of
Common Stock will be subject to any preferential rights of the Preferred Stock,
and the holders of the Common Stock have no preemptive or other subscription
rights. There are no conversion, redemption or sinking fund provisions
applicable to the Common Stock.
RIGHTS AND PRIVILEGES OF THE PREFERRED STOCK
The Preferred Stock may be issued in series from time to time with such
designations, rights, preferences and limitations as the Board of Directors of
the Company may determine by resolution. The rights, preferences and
limitations of separate series of Preferred Stock may differ with respect to
such matters as may be determined by the Board of Directors, including, without
limitation, the rate of dividends, method and nature of payment of dividends,
terms of redemption, amounts payable on liquidation, sinking fund provisions
(if any), conversion rights (if any), and voting rights. Unless the nature of
a particular transaction and applicable statutes require such approval, the
Board of Directors has the authority to issue these shares without shareholder
approval. All of the Company's shares of Preferred Stock are unissued and of
no designated class or series.
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The Company's Articles of Incorporation and Bylaws contain, among other
things, provisions (i) requiring any entity that may acquire the shares of
Common Stock or assets of the Company to assume the obligations of the Company
with respect to the rights and privileges of the holders of the Company's
Preferred Stock; (ii) requiring at least fifteen (15) days prior written notice
of any merger or consolidation of the Company upon which the consent of the
shareholders of the Company is required or upon any sale or transfer of all or
substantially all of the Company's assets; and (iii) requiring the consent of a
majority of the holders of each class of the Company's Preferred Stock prior to
altering or changing the rights of such holders or creating any new class of
securities with rights to distributions of the Company's assets in the event of
a liquidation, dissolution or winding up of the Company which are superior to
the rights of the holders of such Preferred Stock.
Item 2. Exhibits.
The exhibits filed herewith or incorporated herein by reference are
listed on the Exhibit Index at pages 5 and 6 of this Form 8-A.
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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.
MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.
Date: August 16, 1996 By: Gregory N. Waters
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Gregory N. Waters, Executive Vice
President and Chief Financial
Officer
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Sequential Page
at Which Found (or
Incorporated by
Description of Exhibit Reference)
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Exhibit 1 Form of stock certificate for shares of *
Common Stock, without par value, of the
Registrant (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration
Statement on Form SB-2 (File No. 33-68454A)).
Exhibit 3.1 Articles of Incorporation of the Registrant *
(incorporated by reference to Exhibit
3.2 to the Registrant's Registration
Statement on Form SB-2 (File No. 33-68454A)).
Exhibit 3.1.1 Articles of Amendment to the Articles of *
Incorporation of the Registrant, filed
April 5, 1995 (incorporated by reference to
Exhibit 3.1.1 to the Registrant's Registration
Statement on Form 8-A, filed May 2, 1996).
Exhibit 3.1.2 Articles of Amendment to the Articles of *
Incorporation of the Registrant, filed
September 8, 1995 (incorporated by reference to
Exhibit 3.1.2 to the Registrant's Registration
Statement on Form 8-A, filed May 2, 1996).
Exhibit 3.1.3 Articles of Amendment to the Articles of *
Incorporation of the Registrant, filed
January 11, 1996 (incorporated by reference to
Exhibit 3.1.3 to the Registrant's Registration
Statement on Form 8-A, filed May 2, 1996).
Exhibit 3.1.4 Articles of Amendment to the Articles of *
Incorporation of the Registrant, filed
January 31, 1996 (incorporated by reference to
Exhibit 3.1.4 to the Registrant's Registration
Statement on Form 8-A, filed May 2, 1996).
Exhibit 3.1.5 Articles of Amendment to the Articles of *
Incorporation of the Registrant, filed
February 29, 1996 (incorporated by reference to
Exhibit 3.1.5 to the Registrant's Registration
Statement on Form 8-A, filed May 2, 1996).
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Exhibit 3.1.6 Articles of Amendment to the Articles of *
Incorporation of the Registrant, filed
February 29, 1996 (incorporated by reference to
Exhibit 3.1.6 to the Registrant's Registration
Statement on Form 8-A, filed May 2, 1996).
Exhibit 3.1.7 Articles of Amendment to the Articles of *
Incorporation of the Registrant, filed
March 29, 1996 (incorporated by reference to
Exhibit 3.1.7 to the Registrant's Registration
Statement on Form 8-A, filed May 2, 1996).
Exhibit 3.2 Bylaws of the Registrant (incorporated by *
reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year
ended September 30, 1993).
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* Incorporated herein by reference as indicated above.
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