Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
Name of each exchange on which
each class is to be registered
Not Applicable
Not Applicable
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. o
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: 333-209051
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of class)
Item 1. Description of Registrant’s Securities to be Registered.
Titan Computer Services, Inc. (the “Registrant”) is authorized to issue up to 70,000,000 shares of common stock, no par value (the “Common Stock”). The holders of the Common Stock have equal ratable rights to dividends from funds legally available if and when declared by the Registrant’s board of directors (the “Board”) and are entitled to share ratably in all of the Registrant’s assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs. The Common Stock does not provide the right to preemptive, subscription or conversion rights. Shares of the Common Stock are non-assessable and are not subject to any redemption or sinking fund provisions or rights. The Common Stock holders
are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. Holders of shares of the Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any members to the Board.
The Registrant’s articles of incorporation allow the Board to issue up to 5,000,000 shares of preferred stock without any vote or further action by its stockholders. The Board has the authority to fix and determine the relative rights and preferences of preferred stock. As a result, the Board could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to the Registrant’s assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of Common Stock and the right to the redemption of the shares, together with a premium, prior to the redemption of the Common Stock.
Bylaws- filed as an exhibit to the Registration Statement on Form S-1 filed on January 19, 2016 and incorporated herein by reference.
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.
