Document/Exhibit Description Pages Size
1: 8-A12G Registration of a Class of Securities 4 17K
2: EX-1.1 Underwriting Agreement 2 8K
3: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 8 25K
Liquidation or Succession
4: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 3 12K
Liquidation or Succession
5: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, 4 19K
Liquidation or Succession
6: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, 15 54K
Liquidation or Succession
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
MAN SANG HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 13-3165967
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(State of incorporation or organization) IRS Employer Identification No.)
14/F Sands Building, 17 Hankow Road
Tsim Sha Tsui, Kowloon, Hong Kong
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. / /
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
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
------------------- -------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
-----------------------------
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON STOCK
GENERAL. The Company has 100,000,000 authorized shares of common stock,
$0.001 par value (the "Common Stock"), 12,000,000 of which were issued and
outstanding at June 1, 1996. All shares of Common Stock currently outstanding
are validly issued, fully paid and non-assessable.
VOTING RIGHTS. Each share of Common Stock entitles the holder thereof
to one vote, either in person or by proxy, at meetings of shareholders. The
holders are not permitted to vote their shares cumulatively. The voting
rights of the holders of Common Stock are subject to the rights of the
outstanding Preferred Stock which, as a class, is entitled to one-third voting
control of the Company. Accordingly, the holders of Common Stock and
Preferred Stock holding, in the aggregate, more than fifty percent (50%) of
the total voting rights can elect all of the Directors of the Company.
DIVIDEND POLICY. All shares of Common Stock are entitled to participate
ratably in dividends when and as declared by the Company's Board of Directors
out of the funds legally available therefor and subject to the rights, if any,
of the holders of outstanding shares of preferred stock. Any such dividends
may be paid in cash, property or additional shares of Common Stock. The
Company has not paid any dividends since its inception and presently
anticipates that all earnings, if any, will be retained for development of the
Company's business and that no dividends on the shares of Common Stock will be
declared in the foreseeable future. Any future dividends will be subject to
the discretion of the Company's Board of Directors and will depend upon, among
other things, future earnings, the operating and financial condition of the
Company, its capital requirements, general business conditions and other
pertinent facts. Therefore there can be no assurance that any dividends on
the Common Stock will be paid in the future.
MISCELLANEOUS RIGHTS AND PROVISIONS. Holders of Common Stock have no
preemptive or other subscription rights, conversion rights, redemption or
sinking fund provisions. In the event of the dissolution, whether voluntary
or involuntary, of the Company, each share of Common Stock is entitled to
share ratably in any assets available for distribution to holders of the
equity of the Company after satisfaction of all liabilities and payment of the
applicable liquidation preference of any outstanding shares of Preferred
Stock.
PREFERRED STOCK
The Company has 200,000 authorized shares of preferred stock, $0.001 par
value. The Board of Directors has the authority, without action by the
shareholders, to create one or more series of preferred stock and to determine
the dividend rights, dividend rate, rights and terms of redemption,
liquidation preferences, sinking fund terms, conversion and voting rights of
any such series, the number of shares constituting any such series and the
designation thereof and the price therefor. As of June 1, 1996, 100,000
shares of Series A preferred stock (the "Series A Preferred Stock") and 2,910
shares of Series B preferred stock were issued and outstanding. The Series A
Preferred Stock entitles the holders thereof, as a class, to one-third voting
control of the Company in all matters voted on by shareholders and a
liquidation preference of $25.00 per share. Except for the foregoing, the
holders of the Series A preferred shares have no preferences or rights in
excess of those generally available to the holders of Common Stock. The
holders of Series A preferred shares are entitled to participate in any
dividends paid ratably with the holders of common stock. The Series B
Preferred Stock entitles the holders thereof to convert such shares into
common stock at a price equal to the lesser of the market price of the common
stock on the date of issuance of the Series B Preferred Stock or 70% of the
market price of the common stock for the five days preceding conversion. The
Series B Preferred Stock is subject to redemption at $1,000 per share after
December 31, 1997 and has a liquidation preference of $1,000. Except for the
foregoing, the holders of the Series B preferred shares have no voting rights
other than as provided by Nevada law and no preferences or rights in excess of
those generally available to the holders of Common Stock.
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ITEM 2. EXHIBITS
[Enlarge/Download Table]
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------ ---------------------- -----------
1.1 Specimen Common Stock Certificate...................................
2.1 Articles of Incorporation, as amended, of Man Sang Holdings, Inc.
2.2 Certificate of Designation, Preferences and Rights of Series A
Preferred Stock.....................................................
2.3 Certificate of Designation, Preferences and Rights of Series B
Preferred Stock.....................................................
2.4 Bylaws, as amended, of Man Sang Holdings, Inc.
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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.
MAN SANG HOLDINGS, INC.
Dated: June 13, 1996 By: /s/ Sam Sio
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SAM SIO
Chief Executive Officer
4
Dates Referenced Herein and Documents Incorporated by Reference
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