SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASS OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RUB A DUB SOAP, INC.
(Exact name of registrant as specified in its charter)
Nevada 84-1609495
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2591 Dallas Parkway, Suite 102, Frisco, Texas 75034
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None.
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 class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the follow box.
Securities Act registration statement file number to which this form relates:
N/A.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
(Title of Class)
Information Required in Registration Statement
Item 1. Description of Registrant's Securities to be Registered.
The following summary is qualified in its entirety by reference to the
Company's Articles of Incorporation ("Articles") and its Bylaws. The Company's
authorized capital stock consists of 100,000,000 shares of common stock, $.001
par value per share, and 10,000,000 shares of preferred stock, $.001 par value
per share.
Common Stock
As of June 30, 2006, 430,282 common shares of the Company's common
stock are held of record by 54 holders and an unknown number of beneficial
holders. Each share of common stock entitles the holder of record thereof to
cast one vote on all matters acted upon at the Company's stockholder meetings.
Directors are elected by a plurality vote. Because holders of common stock do
not have cumulative voting rights, holders or a single holder of more than 50%
of the outstanding shares of common stock present and voting at an annual
meeting at which a quorum is present can elect all of the Company's directors.
Holders of common stock have no preemptive rights and have no right to convert
their common stock into any other securities. All of the outstanding shares of
common stock are fully paid and non-assessable, and the shares of common stock
to be issued in connection with the exercise of options under the Option Plan
will be fully paid and non-assessable when issued.
Holders of common stock are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the Board of Directors in its
sole discretion from funds legally available there for. In the event the Company
is liquidated, dissolved or wound up, holders of common stock are entitled to
share ratably in the assets remaining after liabilities and all accrued and
unpaid cash dividends are paid.
Preferred Stock
The Board of Directors of the Company has the authority to divide the
authorized preferred stock into series, the shares of each series to have such
relative rights and preferences as shall be fixed and determined by the Board of
Directors. The provisions of a particular series of authorized preferred stock,
as designated by the Board of Directors, may include restrictions on the payment
of dividends on common stock. Such provisions may also include restrictions on
the ability of the Company to purchase shares of common stock or to purchase or
redeem shares of a particular series of authorized preferred stock. Depending
upon the voting rights granted to any series of authorized preferred stock,
issuance thereof could result in a reduction in the voting power of the holders
of common stock. In the event of any dissolution, liquidation or winding up of
the Company, whether voluntary or involuntary, the holders of the preferred
stock will receive, in priority over the holders of common stock, a liquidation
preference established by the Board of Directors, together with accumulated and
unpaid dividends. Depending upon the consideration paid for authorized preferred
stock, the liquidation preference of authorized preferred stock and other
matters, the issuance of authorized preferred stock could result in a reduction
in the assets available for distribution to the holders of common stock in the
event of the liquidation of the Company.
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There are no shares of preferred stock designated or issued as of the
date hereof.
Certain Rights of Holders of Common Stock
The Company is a Nevada corporation organized under Chapter 78 of the
Nevada Revised Statutes ("NRS"). Accordingly, the rights of the holders of
common stock are governed by Nevada law. Although it is impracticable to set
forth all of the material provisions of the NRS or the Company's Articles and
Bylaws, the following is a summary of certain significant provisions of the NRS
and/or the Company's Articles and Bylaws that affect the rights of securities
holders.
Anti Takeover Provisions
Special Meetings of Stockholders; Director Nominees
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The Company's Bylaws and Articles provide that special meetings of
stockholders may be called by stockholders only if the holders of at least 80%
of the common stock join in such action. The Bylaws and Articles of the Company
also provide that stockholders desiring to nominate a person for election to the
Board of Directors must submit their nominations to the Company at least 90 days
in advance of the date on which the last annual stockholders' meeting was held,
and provide that the number of directors to be elected (within the minimum -
maximum range of 1 to 21 set forth in the Articles and Bylaws of the Company)
shall be determined by the Board of Directors or by the holders of at least a
majority of the common stock. While these provisions of the Articles and Bylaws
of the Company have been established to provide a more cost-efficient method of
calling special meetings of stockholders and a more orderly and complete
presentation and consideration of stockholder nominations, they could have the
effect of discouraging certain stockholder actions or opposition to candidates
selected by the Board of Directors and provide incumbent management a greater
opportunity to oppose stockholder nominees or hostile actions by stockholders.
The affirmative vote of holders of at least a majority of the common stock is
necessary to amend, alter or adopt any provision inconsistent with or repeal any
of these provisions.
Removal of Directors
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The Articles of the Company provide that directors may be removed from
office only for cause by the affirmative vote of holders of at least a majority
of the common stock. Cause means proof beyond the existence of a reasonable
doubt that a director has been convicted of a felony, committed gross negligence
or willful misconduct resulting in a material detriment to the Company, or
committed a material breach of such director's fiduciary duty to the Company
resulting in a material detriment to the Company. The inability to remove
directors except for cause could provide incumbent management with a greater
opportunity to oppose hostile actions by stockholders. The affirmative vote of
holders of at least a majority of the common stock is necessary to amend, alter
or adopt any provision inconsistent with or repeal this provision.
Control Share Statute
---------------------
Sections 78.378 - 78.3793 of the Nevada statutes constitute Nevada's
control share statute, which set forth restrictions on the acquisition of a
controlling interest in a Nevada corporation which does business in Nevada
(directly or through an affiliated corporation) and which has 200 or more
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stockholders, at least 100 of whom are stockholders of record and residents of
Nevada. A controlling interest is defined as ownership of common stock
sufficient to enable a person directly or indirectly and individually or in
association with others to exercise voting power over at least 20% but less than
33.3% of the common stock, or at least 33.3% but less than a majority of the
common stock, or a majority or more of the common stock. Generally, any person
acquiring a controlling interest must request a special meeting of stockholders
to vote on whether the shares constituting the controlling interest will be
afforded full voting rights, or something less. The affirmative vote of the
holders of a majority of the common stock, exclusive of the control shares, is
binding. If full voting rights are not granted, the control shares may be
redeemed by the Company under certain circumstances. The Company does not
believe the foregoing provisions of the Nevada statutes are presently applicable
to it because it does not presently conduct business in Nevada; however, if in
the future it does conduct business in Nevada then such provisions may apply.
Business Combination Statute
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Sections 78.411 - 78.444 of the NRS set forth restrictions and
prohibitions relating to certain business combinations and prohibitions relating
to certain business combinations with interested stockholders. These Sections
generally prohibit any business combination involving a corporation and a person
that beneficially owns 10% or more of the common stock of that company (an
"Interested Stockholder") (A) within five years after the date (the "Acquisition
Date") the Interested Stockholder became an Interested Stockholder, unless,
prior to the Acquisition Date, the corporation's board of directors had approved
the combination or the purchase of shares resulting in the Interested
Stockholder becoming an Interested Stockholder; or (B) unless five years have
elapsed since the Acquisition Date and the combination has been approved by the
holders of a majority of the common stock not owned by the Interested
Stockholder and its affiliates and associates; or (C) unless the holders of
common stock will receive in such combination, cash and/or property having a
fair market value equal to the higher of (a) the market value per share of
common stock on the date of announcement of the combination or the Acquisition
Date, whichever is higher, plus interest compounded annually through the date of
consummation of the combination less the aggregate amount of any cash dividends
and the market value of other dividends, or (b) the highest price per share paid
by the Interested Stockholder for shares of common stock acquired at a time when
he owned 5% or more of the outstanding shares of common stock and which
acquisition occurred at any time within five years before the date of
announcement of the combination or the Acquisition Date, whichever results in
the higher price, plus interest compounded annually from the earliest date on
which such highest price per share was paid less the aggregate amount of any
cash dividends and the market value of other dividends. For purposes of these
provisions, a "business combination" is generally defined to include (A) any
merger or consolidation of a corporation or a subsidiary with or into an
Interested Stockholder or an affiliate or associate; (B) the sale, lease or
other disposition by a corporation to an Interested Stockholder or an affiliate
or associate of assets of that corporation representing 5% or more of the value
of its assets on a consolidated basis or 10% or more of its earning power or net
income; (C) the issuance by a corporation of any of its securities to an
Interested Stockholder or an affiliate or associate having an aggregate market
value equal to 5% or more of the aggregate market value of all outstanding
shares of that corporation; (D) the adoption of any plan to liquidate or
dissolve a corporation proposed by or under an agreement with the Interested
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Stockholder or an affiliate or associate; (E) any receipt by the Interested
Stockholder or an affiliate, except proportionately as a stockholder, of any
loan, advance, guarantee, pledge or other financial assistance or tax credit or
other tax advantage; and (F) any recapitalization or reclassification of
securities or other transaction that would increase the proportionate shares of
outstanding securities owned by the Interested Stockholder or an affiliate.
Sections 78.411-78.444 of the Nevada statutes are presently applicable to the
Company.
Mergers, Consolidations and Sales of Assets
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Nevada law provides that an agreement of merger or consolidation, or
the sale or other disposition of all or substantially all of a corporation's
assets, must be approved by the affirmative vote of the holders of a majority of
the voting power of a corporation (except that no vote of the stockholders of
the surviving corporation is required to approve a merger if certain conditions
are met, unless the articles of incorporation of that corporation states
otherwise, and except that no vote of stockholders is required for certain
mergers between a corporation and a subsidiary), but does not require the
separate vote of each class of stock unless the corporation's articles of
incorporation provides otherwise (except that class voting is required in a
merger if shares of the class are being exchanged or if certain other rights of
the class are affected). The Company's Articles do not alter these provisions of
Nevada law.
Directors; Removal of Directors
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Under Nevada law, the number of directors may be fixed by, or
determined in the manner provided in the articles of incorporation or bylaws of
a corporation, and the board of directors may be divided into classes as long as
at least 25% in number of the directors are elected annually. Nevada law further
requires that a corporation have at least one director. Directors may be removed
under Nevada law with or without cause by the holders of not less than a
majority of the voting power of the corporation, unless a greater percentage is
set forth in the articles of incorporation. The Articles of the Company provide
that directors may be removed only for cause by a majority of stockholders.
Amendments to Bylaws
--------------------
The Company's Bylaws may be amended by the Board of Directors or
stockholders, provided, however that certain provisions can only be amended by
the affirmative vote of holders of at least a majority of the common stock.
These provisions relate to special meetings of stockholders, actions by written
consent of stockholders, nomination of directors by stockholders, proceedings
for the conduct of stockholder's meetings and the procedures for fixing the
number of and electing directors.
Limitation on Liability of Directors
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Section 78.037 of the NRS provides that a Nevada corporation may limit
the personal liability of a director or officer to a corporation or its
stockholders for breaches of fiduciary duty, except that such provision may not
limit liability for acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or payment of dividends or other
distributions in violation of the Nevada statutes. The Company's Articles
provide that no director shall be personally liable to the Company or its
stockholders for monetary damages or breach of fiduciary duty as a director,
except for liability (A) for any breach of the director's duty of loyalty to the
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Company or its stockholders, (B) for acts or omissions not in good faith or
which involved intentional misconduct or a knowing violation of law, (C)
liability under the Nevada statutes, or (D) for any transaction from which the
director derived an improper personal benefit.
In the opinion of the Securities and Exchange Commission, the
indemnification and limitation of liability provisions described above would not
eliminate or limit the liability of directors and officers under the federal
securities laws.
Appraisal Rights
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The Nevada statutes provide dissenting or objecting security holders
with the right to receive the fair value of their securities in connection with
certain extraordinary corporate transactions. These appraisal rights are
available with respect to certain mergers and share exchanges and in connection
with the granting of full voting rights to control shares acquired by an
interested stockholder. However, unless the transaction is subject to the
control share provisions of the Nevada statutes, a stockholder of a Nevada
corporation may not assert dissenters' rights, in most cases, if the stock is
listed on a national securities exchange or held by at least 2,000 stockholders
of record (unless the articles of incorporation of the corporation expressly
provide otherwise or the security holders are required to exchange their shares
for anything other than shares of the surviving corporation or another publicly
held corporation that is listed on a national securities exchange or held of
record by more than 2,000 stockholders). The Company's Articles do not alter
these provisions of Nevada law.
Distributions
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Dividends and other distributions to security holders are permitted
under the Nevada statutes as authorized by a corporation's articles of
incorporation and its board of directors if, after giving effect to the
distribution, the corporation would be able to pay its debts as they become due
in the usual course of business and the corporation's total assets would exceed
the sum of its total liabilities plus (unless the articles of incorporation
provide otherwise) the amount needed to satisfy the preferential rights on
dissolution of holders of stock whose preferential rights are superior to those
of the shares receiving the distribution.
Preemptive Rights
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Under the Nevada statutes, stockholders of Nevada corporations organized
prior to October 1, 1991 have preemptive rights unless the articles of
incorporation expressly deny those rights or the stock issuance is among those
described in Section 78.265. A stockholder who has preemptive rights is
entitled, on terms and conditions prescribed by the board of directors, to
acquire proportional amounts of the corporation's unissued or treasury shares in
most instances in which the board has decided to issue them. The Company's
Articles expressly deny the availability of preemptive rights to the Company's
stockholders.
Cumulative Voting
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Under the Nevada statutes, the articles of incorporation of a
corporation may provide for cumulative voting, which means that the stockholders
are entitled to multiply the number of votes they are entitled to cast by the
number of directors for whom they are entitled to vote and then cast the product
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for a single candidate or distribute the product among two or more candidates.
Cumulative voting is not available to stockholders of a Nevada corporation,
unless its articles of incorporation expressly provide for that voting right.
The Company's Articles do not contain a provision permitting stockholders to
cumulate their votes when electing directors.
Item 2. Exhibits.
The following exhibits are incorporated herein or filed herewith:
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
4.1 Form of Common Stock Certificate (1)
14.0 Code of Conduct (2)
21.0 Subsidiaries of Registrant - None
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(1) Incorporate by reference from the Form SB-1 filed August 19,
2002 and amendments thereto.
(2) Incorporate by reference from the Form 10-KSB filed September
14, 2004
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SIGNATURE
Pursuant to the requirement of Section 12 of the Securities Exchange
Act, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: July 19, 2006 RUB A DUB SOAP, INC.
By: /s/ Kevin Halter, Jr.
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Kevin Halter, President
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