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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 84-1405298
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
375 E. Elliot Road, Building 6
Chandler, Arizona 85225
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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), 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:
333-42936 (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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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0l per share
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
DESCRIPTION OF SECURITIES
General
Our Articles of Incorporation authorize the issuance of 50,000,000 shares
of common stock, $0.01 par value per share. As of January 20, 2006, there were
26,097,153 outstanding shares of common stock. Set forth below is a description
of certain provisions relating to our capital stock.
Common Stock
Each outstanding share of common stock has one vote on all matters
requiring a vote of the stockholders. There is no right to cumulative voting;
thus, the holder of 50% or more of the shares outstanding can, if they choose to
do so, elect all of the directors. In the event of a voluntary of involuntary
liquidation, all stockholders are entitled to a pro rata distribution after
payment of liabilities and after provision has been made for each class of
stock, if any, having preference over the common stock. The holders of the
common stock have no preemptive rights with respect to future offerings of
shares of common stock. Holders of common stock are entitled to dividends if, as
and when declared by the Board of Directors out of the funds legally available
therefore. It is our present intention to retain earnings, if any, for use in
its business. The payment of dividends on the common stock are, therefore,
unlikely in the foreseeable future.
Preferred Stock
DND is authorized to issue 10,000,000 shares of preferred stock, par value
$0.001. To date, we have not issued any preferred stock.
Limitation Of Liability: Indemnification
Our Bylaws include an indemnification provision under which we have agreed
to indemnify directors and officers of DND to fullest extent possible from and
against any and all claims of any type arising from or related to future acts or
omissions as a director or officer of DND.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of DND pursuant to the foregoing, or otherwise, DND has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable.
Anti-Takeover Effects Of Provisions Of The Articles Of Incorporation
The authorized but unissued shares of our common and preferred stock are
available for future issuance without our shareholders' approval. These
additional shares may be utilized for a variety of corporate purposes including
but not limited to future public or direct offerings to raise additional
capital, corporate acquisitions and employee incentive plans. The issuance of
such shares may also be used to deter a potential takeover of DND that may
otherwise be beneficial to shareholders by diluting the shares held by a
potential suitor or issuing shares to a shareholder that will vote in accordance
with DND's Board of Directors' desires. A takeover may be beneficial to
shareholders because, among other reasons, a potential suitor may offer
shareholders a premium for their shares of stock compared to the then-existing
market price.
Item 2. Exhibits.
Exhibit No. Description
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1. Restated Articles of Incorporation of the Registrant (filed
herewith)
2. Restated By-Laws of the Registration (incorporated herein by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 filed on August 3, 2000)
3. Registration Rights Agreement, dated June 17, 2005, by and
between Cornell Capital Partners, LP and DND Technologies,
Inc. (incorporated herein by reference to Exhibit 99.2 to the
Company's Current Report on Form 8-K filed on July 7, 2005)
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.
DND TECHNOLOGIES, INC.
Date: January 23, 2006
By /s/ Douglas N. Dixon
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Name: Douglas N. Dixon
Title: Chief Executive Officer,
President, and Chairman
EXHIBIT INDEX
Exhibit No. Description
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1. Restated Articles of Incorporation of the Registrant (filed
herewith)
2. Restated By-Laws of the Registration (incorporated herein by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 filed on August 3, 2000)
3. Registration Rights Agreement, dated June 17, 2005, by and
between Cornell Capital Partners, LP and DND Technologies,
Inc. (incorporated herein by reference to Exhibit 99.2 to the
Company's Current Report on Form 8-K filed on July 7, 2005)