SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
International Cavitation Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-0768695
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(State of (IRS Employer
incorporation or organization) Identification No.)
12407 South Memorial Drive
Bixby, Oklahoma 74008
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act securities pursuant to Section
and is effective pursuant to General 12(g) of the Exchange Act and
Instruction A.(c), please check the is effective pursuant to General
following box. [ ] Instruction A.(d), please check
the following box. [X]
Securities Act registration statement file number to which this form relates:
0-9015
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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N/A N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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Title of class
ITEM 1. DESCRIPTION OF REGISTRANT=S SECURITIES TO BE REGISTERED.
On December 3, 1998, we amended and restated our articles of
incorporation which, among other things, amended and restated the terms and
provisions relating to our common stock. Our articles incorporation authorize
capital stock consisting of 50,000,000 shares of common stock, par value of
$.001 per share. Each holder of common stock is entitled to one vote for each
share held. Shareholders do not have the right to cumulate their votes in
elections of directors. Accordingly, holders of a majority of the issued and
outstanding shares of common stock will have the right to elect all of our
directors and otherwise control the affairs of our company. Holders of common
stock are entitled to dividends on a pro rata basis upon declaration of
dividends by our board of directors. Dividends are payable only out of funds
legally available for the payment of dividends. Our board of directors is not
required to declare dividends.
Upon a liquidation of our company, holders of the common stock will be
entitled to a pro rata distribution of our assets, after payment of all amounts
owed to our creditors. Holders of common stock have no preemptive, subscription,
conversion, redemption or sinking fund rights.
ITEM 2. EXHIBITS.
The Exhibits to this report are listed in the Index to
Exhibits set forth elsewhere herein.
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, thereto duly authorized.
International Cavitation Technologies, Inc.
By:/s/ David N. Shroff
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Name: David N. Shroff
Title:President and CEO
Dated: March 9, 2001
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INDEX TO EXHIBITS
EXHIBIT
NUMBER Description
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1 Amended and Restated Articles of Incorporation of International
Cavitation Technologies, Inc.
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Exhibit 1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INTERNATIONAL CAVITATION TECHNOLOGIES, INC.
ARTICLE I
Name
The name of the corporation is: INTERNATIONAL CAVITATION TECHNOLOGIES, INC.
ARTICLE II
Purposes
The purpose for which the corporation is formed is for any lawful purpose.
ARTICLE III
Duration
This corporation shall have perpetual existence.
ARTICLE IV
Capital Stock
1. Authorized Shares of Common Stock. The aggregate number of common
shares which the corporation shall have authority to issue is 50,000,000 shares
of $.001 par value Common Stock. The shares of this class of Common Stock shall
have unlimited voting rights and shall constitute the sole voting group of the
corporation, except to the extent any additional voting group or groups may
hereafter be established in accordance with the Colorado Business Corporation
Act. The shares of this class shall also be entitled to receive the net assets
of the corporation upon dissolution.
2. Voting Rights; Denial of Preemptive Rights. Each shareholder of
record shall have one vote for each share of stock standing in his name on the
books of the corporation and entitled to vote, except that in the election of
directors each shareholder shall have as many votes for each share held by him
as there are directors to be elected and for whose election the shareholder has
a right to vote. Cumulative voting shall not be permitted in the election of
directors or otherwise. Preemptive rights to purchase additional shares of stock
are denied.
3. Authorized Shares of Preferred Stock. The corporation shall have the
authority to issue 5,000,000 shares of Preferred Stock, which may be issued in
one or more series at the discretion of the board of directors. In establishing
a series, the board of directors shall give to it a distinctive designation so
as to distinguish it from the shares of all other series and classes, shall fix
the number of shares in such series, and the preferences, rights and
restrictions thereof. All shares of any one series shall be alike in every
particular except as otherwise provided by these Articles of Incorporation or
the Colorado Business Corporation Code.
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ARTICLE V
Board of Directors
The corporation shall be governed by a Board of Directors and shall have
not less than one (1) nor more than seven (7) directors as determined, from time
to time, by the Board of Directors.
ARTICLE VI
Registered Office and Registered Agent
The street address of the initial registered office of the corporation
is 14 Red Tail Drive, Highlands Ranch, Colorado 80126. The name of the
registered agent of the corporation at such address is Gary J. McAdam.
ARTICLE VII
Principal Office
The princ ipal office of the corporation may be located at any place
either within or outside the State of Colorado. The current principal office
of the corporation is 12407 S. Memorial Drive, Bixby, Oklahoma 74008.
ARTICLE VIII
Transfer of Property
The corporation may, at any meeting of its Board of Directors, by a
majority vote of the whole Board, sell, lease, exchange and/or convey all of its
property and assets, including its Good Will and its corporate franchise, upon
which terms and conditions, and for such consideration or considerations, as its
Board of Directors shall deem expedient, and for the best interests of the
corporation. And said consideration or considerations may consist in whole, or
in part of shares of stock in, and/or other securities of, any other corporation
or corporations. Provided, however, in all such cases the affirmative vote of
the holders of a two-thirds of the stock of said corporation then issued and
outstanding, and having voting power, shall be voted in ratification of the
action of the Board of Directors, said vote to be taken at a stockholders=
meeting of the said corporation duly called for that purpose. Nothing herein
shall be construed to limit the power of the Board of Directors of a corporation
to sell, lease, exchange and/or convey such parts or parcels of its real or
personal property or assets as the Board of Directors determine are no longer
necessary or expedient to be held by the corporation.
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ARTICLE IX
By-Laws
The Board of Directors shall have power to make such prudential By-Laws
as they may deem proper for the management of the affairs of the company in
carrying out the purposes and objects of the Company and to amend, modify or
repeal the same and/or adopt new ones, at any time.
The foregoing Amended and Restated Articles of Incorporation are the
amended Articles of Incorporation of International Cavitation Technologies, Inc.
as of this 2nd day of December, 1998.
INTERNATIONAL CAVITATION
TECHNOLOGIES, INC.
By:/s/ Gary J. McAdam
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Gary J. McAdam, Vice President
Gary J. McAdam hereby consents to act as registered agent for the
Corporation.
By:/s/Gary J. McAdam
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Registered Agent
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