UNITED STATES
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
CALEMINDER INC
(Exact name of registrant as specified in its charter)
| Delaware | | 47-0993705 |
| (State or other jurisdiction | | (IRS Employer |
| of incorporation) | | Identification No.) |
c/o ShiraHalperin
5 BEIT MEIR
BET MEIR
9086500
ISRAEL
PHONE 972-73-743-7802
Title of each class to be so
registered | Name of each exchange on which each
class is to be registered |
| N/A | N/A |
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(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: 333-194300 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 Par Value Per Share
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
Authorized Capital and Outstanding Shares
We are authorized to issue 500,000,000, shares of stock, $0.0001 par value. As of February 19 2015 we had 10,000,000 shares of common stock outstanding. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefore. In the event of our liquidation, dissolution, or winding up, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.
Common Stock
The holders of our common stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors. Holders of common stock are also entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs.
All shares of common stock now outstanding are fully paid and non-assessable.
The holders of shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose and in such event, the holders of the remaining shares will not be able to elect any of our directors. The holders of 50% percent of the outstanding common stock constitute a quorum at any meeting of shareholders, and the vote by the holders of a majority of the outstanding shares are required to effect certain fundamental corporate changes, such as liquidation, merger or amendment of our certificate of incorporation.
Dividends
We have not paid any dividends on our common stock. The payment of cash dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors. It is the present intention of the Board of Directors to retain all earnings, if any, for use in our business operations and, accordingly, the Board does not anticipate paying any cash dividends in the foreseeable future.
Item 2. Exhibits.
| Exhibit Number | Description of Exhibit |
| | |
| Exhibit 3.1(1) | Certificate of Incorporation |
| | |
| Exhibit 3.2(1) | Bylaws |
(1) Filed as an exhibit to the Company’s Form S-1 Registration Statement, filed with the Commission on July 22 2014, and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: FEBRUARY 19 2015
| | By: | /s/ Shira Halperin |
| | Shira Halperin
Title: (Principal Executive Officer) |
