As filed with the Securities and Exchange Commission on June 18, 2002
Registration No. 000-27646
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FORM 8-A/A
AMENDMENT NO.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MATRIXX INITIATIVES, INC.
(Exact name of registrant as specified in charter)
Delaware 87-0482806
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
2375 E. CAMELBACK ROAD, SUITE 500
Phoenix, Arizona 85016
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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:
Title of Each Class
to be so Registered
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Common Stock, $.001 par value
On June 18, 2002, the Registrant, formerly named Gum Tech International,
Inc., merged with and into its wholly-owned Delaware subsidiary, Matrixx
Initiatives, Inc. As a result of the merger, the Registrant changed its state of
incorporation from Utah to Delaware and changed its name to Matrixx Initiatives,
Inc. Also as a result of the merger, the terms of the Registrant's capital stock
were altered. Effective as of June 18, 2002, the Registrant hereby amends the
items, exhibits and portions of its registration statement on Form 8-A dated as
of January 22, 1996 (file no. 000-27646) as set forth below and in the pages
attached hereto:
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
DESCRIPTION OF SECURITIES:
Under the Registrant's Certificate of Incorporation, the Registrant is
authorized to issue 30,000,000 shares of common stock, par value $.001 per
share.
Each holder of the Registrant's common stock is entitled to one vote for
each share held of record on all matters to be voted upon by the Registrant's
stockholders. There are no cumulative voting rights with respect to the election
of directors, with the result that the holders of more than 50% of the shares of
common stock voting for the election of directors can elect all of the directors
then standing for election. Subject to any preferential rights of the holders of
preferred stock that may be issued and outstanding, holders of the Registrant's
common stock are entitled to receive ratable dividends, if any, as may be
declared from time to time by the Registrant's board of directors out of funds
legally available for that purpose. In the event of the Registrant's
liquidation, dissolution or winding-up, holders of common stock would be
entitled to share in the assets remaining after the payment of liabilities and
liquidation preferences on any outstanding preferred stock. Holders of common
stock have no preemptive or conversion rights or other subscription rights.
There are no redemption or sinking fund provisions applicable to the
Registrant's common stock. All outstanding shares of the Registrant's common
stock are fully paid and non-assessable.
RESTRICTIVE PROVISIONS OF THE REGISTRANT'S CERTIFICATE OF INCORPORATION AND
BYLAWS
The Registrant's Certificate of Incorporation provides for a classified
board of directors whereby the board is divided into three classes of directors
of as nearly equal numbers as is possible. Except for the first two classes of
directors which will initially serve one and two year terms of office
respectively, each class of directors serves a staggered three-year term of
office such that the term of office of one class expires at each annual meeting
of the Registrant. In addition, the Certificate of Incorporation provides that a
director may be removed from office before the expiration of his or her term
only for cause, and in such event only at an annual or a special meeting of
shareholders called for such purpose, and only upon the affirmative vote of 65%
of the voting power of all shares entitled to vote at such meeting. The
Certificate of Incorporation also provides that the Registrant will hold a
special meeting of stockholders only if requested by the Registrant's Chairman,
President or Chief Executive Officer, or if requested by a majority of the
Registrant's board of directors. These provisions limit the ability of a person
to effectuate a change of a majority of the board of directors at any single
annual or special meeting of shareholders, and may discourage or deter a person
from conducting a solicitation of proxies to elect its own slate of directors or
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from otherwise attempting to obtain control of the Registrant, even if the
conduct of such solicitation or such attempt might be beneficial to the
Registrant and its stockholders.
The Registrant's Bylaws require that, subject to certain exceptions, any
stockholder desiring to propose business or nominate a person for election to
the board of directors at a shareholders meeting must give notice of any
proposal or nomination within a specified time frame. These provisions may have
the effect of precluding a nomination for the election of directors or the
conduct of business at a particular annual meeting if the proper procedures are
not followed or may discourage or deter a third party from conducting a
solicitation of proxies to elect its own slate of directors or from otherwise
attempting to obtain control of the Registrant, even if the conduct of such
solicitation or such attempt might be beneficial to the Registrant and its
stockholders.
ITEM 2. EXHIBITS.
Exhibit No. Description
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3.1 Certificate of Incorporation of the Registrant
3.2 Bylaws of the Registrant
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SIGNATURE
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, on June 18, 2002.
MATRIXX INITIATIVES, INC.
By: /s/ William J. Hemelt
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William J. Hemelt
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
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