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
PALMWORKS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 76-0630801
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2525 South Shore Boulevard, Suite 309, League City, Texas 77573
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(Address of Principal Executive Offices) (Zip Code)
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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-36290
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This registration statement relates to the registration with the Securities
and Exchange Commission of shares of common stock, par value $.001 per share, of
PalmWorks, Inc., a Nevada corporation (the "Registrant"). The authorized capital
stock of our company consists of 25,000,000 shares of common stock, par value
$.001 per share.
COMMON STOCK
The holders of common stock are entitled to one vote for each share on all
matters submitted to a vote of shareholders and do not have cumulative voting
rights. Accordingly, the holders of a majority of the common stock entitled to
vote in any election of directors may elect all of the directors standing for
election. The holders of common stock will be entitled to receive dividends, if
any, as may be declared by the Board of Directors from time to time out of
legally available funds. Upon the liquidation, dissolution, or winding up of our
company, the holders of common stock will be entitled to share ratably in all
the assets that are legally available for distribution after payment of all
debts and other liabilities. The holders of common stock have no preemptive,
subscription, redemption, or conversion rights.
ITEM 2. EXHIBITS.
Exhibit No. Description
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3.1 Articles of Incorporation of the Registrant (1)
3.2 Amended and Restated Bylaws of the Registrant (1)
4.1 Specimen of Stock Certificate representing the Registrant's
Common Stock (2)
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(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-36290).
(2) Incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-36290).
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.
Dated: September 21, 2000 PALMWORKS, INC.
By: /s/ Ellen S. Eckler
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Ellen S. Eckler
Executive Vice President, Chief
Financial Officer, Secretary, and
Director (Principal Financial and
Accounting Officer)