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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEDICOR LTD.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 14-1871462
______________________________ __________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4560 S. Decatur Blvd., Ste. 300
Las Vegas, Nevada 89103
__________________________________________________
(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), 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: ______________ (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
___________________ ______________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock $.001 par value
_______________________________________
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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Registrant's authorized stock consists of 100,000,000 shares of common
stock and 20,000,000 shares of preferred stock.
Common Stock
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Holders of common stock are entitled to one vote for each share held of record
for all matters submitted to a vote of the stockholders. Each share of the
common stock is entitled to equal dividend rights and to equal rights in the
assets of the Registrant available for distribution to holders of common stock
upon liquidation. The common stock is neither redeemable nor convertible into
other securities and there are no sinking fund provisions. The Registrant's
certificate of incorporation and bylaws do not provide for preemptive rights for
the holders of common stock.
Preferred Stock
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The Registrant's board of directors, without further action by the Registrant's
stockholders, may issue preferred stock in series and may, at the time of
issuance, determine the rights, preferences, and limitations of each series.
Satisfaction of any dividend preferences of outstanding preferred stock would
reduce the amount of funds available for the payment of dividends on common
stock. Also, holders of preferred stock would normally be entitled to receive a
preference payment in the event of any liquidation, dissolution or winding-up of
the Registrant before any payment is made to the holders of the common stock.
The issuance of preferred stock may chance in control of the Registrant without
further action by the stockholders. The issuance of preferred stock with voting
and conversion rights may adversely affect the voting powers of the holders of
common stock, including the loss of voting control to others. No shares of
preferred stock have been distributed or issued and the Registrant has no
present plans to issue any preferred stock.
Special Voting and Other Provisions
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Stockholders' rights and related matters are governed by Delaware corporate law
and the Registrant's certificate of incorporation and bylaws. Certain provisions
of the certificate and bylaws which are summarized below may affect potential
changes in control of the Registrant. The cumulative effect of these terms may
be to make it more difficult to acquire and exercise control of the Registrant
or to make changes in management.
The certificate provides that each director will serve for a three-year term and
that approximately one-third of the directors are to be elected annually.
Candidates for directors shall be nominated only by the board of directors or by
a stockholder who gives written notice to the Registrant not less than 45 nor
more than 75 days before the date the Registrant first mailed its proxy
materials for the prior year's annual meeting. The Registrant may have four to
seven directors as determined from time to time by the board. Between
stockholder meetings, the board may appoint new directors to fill vacancies or
newly created directorships.
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Any director elected for a term longer than one year cannot be removed from
office in connection with a "change in control" of the operation. A "change in
control" shall be deemed to have occurred if any "person" (as such term is used
in Section 13(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), other than the Registrant or any person who on the date the
bylaws were adopted was a director or officer of the Registrant or whose shares
of the Registrant are treated as "beneficially owned" (as defined in Rule 13d-3
under the Exchange Act) by any such director or officer, is or becomes the
beneficial owner, directly or indirectly, without the prior written approval of
the majority of the whole board, of securities of the Registrant representing 20
percent or more of the combined voting power of the Registrant's then
outstanding securities.
The certificate and bylaws provide further that the foregoing provisions of the
certificate and bylaws may be amended or repealed only with the affirmative vote
of at least 80% of the shares entitled to vote. These provisions exceed the
usual majority vote requirement of Delaware law and are intended to prevent the
holders of less than 80% of the voting power from circumventing the foregoing
terms by amending the certificate or bylaws. These provisions, however, enable
the holders of more than 20% of the voting power to prevent certain amendments
to the certificate or bylaws even if they were formed by the holders of a
majority of the voting power.
The effect of these provisions of the Registrant's certificate and bylaws may be
to make more difficult the accomplishment of a merger or other takeover or
change in control of the Registrant. They may also have the effect of making
removal of the Registrant's incumbent board of directors and management more
difficult. Furthermore, these provisions may make it more difficult for
stockholders to participate in a tender or exchange offer for common stock and
in so doing may diminish the market value of common stock. The Registrant is not
aware of any proposed takeover attempt or any proposed attempt to acquire a
large block of common stock.
Item 2. Exhibits.
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The following exhibits are incorporated by reference as indicated below:
1. Certificate of Incorporation of the Registrant (incorporated by reference
to Exhibit 3(1) to the Registrant's Registration Statement on Form SB-2/A
filed September 14, 2001, Commission File No. 333-64420)
2. Certificate of Amendment of Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.2 to the Registrant's Form 10-KSB
filed October 14, 2003, Commission File No. 333-64420)
3. Amended and Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.3 to the Registrant's Form 10-KSB filed October 14, 2003,
Commission File No. 333-64420).
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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, thereto duly authorized.
MEDICOR LTD.
Date: October 28,2003 By: /s/ Theodore R. Maloney
_______________________________________
Theodore R. Maloney
Chief Executive Officer
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