UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
SMARTMETRIC, INC.
(Exact Name of Registrant as Specified in
its Charter)
Nevada
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333-118801
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05-0543557
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer
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Incorporation or Organization)
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Identification No.)
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101 Convention Drive
Las Vegas, NV 89109
(Address of principal executive offices)
(Zip Code)
Securities to be registered pursuant to Section 12(b) of
the Act:
None.
Title of each class to be registered:
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None.
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Name of each exchange on which each class is to be registered:
None.
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), please 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), please check the following box.
x
Securities Act registration statement file number to which this
form relates:
None
Securities to be registered pursuant to Section 12(g) of
the Act:
Common Stock, par value $0.001 per share.
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
Item 1.
Description
of Registrant’s Securities to be Registered.
Common Stock
Smartmetric, Inc. (the “Company”)
is authorized to issue up to 200,000,000 shares of common stock, par value $0.001 per share. As of November 8, 2012,
there are 127,192,564 shares of common stock issued and outstanding.
Holders of the Company’s common
stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not
have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of the Company’s common stock representing a majority of the voting
power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s
outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, exchange or an
amendment to the Company’s articles of incorporation, as amended.
Holders of the Company’s common stock
are entitled to share in all dividends that the Board of Directors, in its discretion, declares from legally available funds. In
the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all
assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the
common stock. The Company’s common stock has no pre-emptive, subscription or conversion rights and there are no redemption
provisions applicable to the Company’s common stock.
The summary of the common stock above is
qualified in its entirety by reference to the Company’s articles of incorporation, as amended, and bylaws referenced as Exhibits
3.1 and 3.2 herein.
Anti-Takeover Effects of Certain Provisions of the Company’s
Certificate of Incorporation, Bylaws and Nevada Law
Certain provisions of the Company’s
Articles of Incorporation , as amended, and Bylaws, which are summarized in the following paragraphs, may have the effect
of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including
changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace
or remove our management. In particular, the articles of incorporation, as amended and bylaws and Nevada law, as applicable, among
other things:
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provide the Board of Directors (the “Board”) with the ability to alter the bylaws without stockholder approval;
and
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provide that vacancies on the Board may be filled by a majority of directors in office, although less than a quorum.
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These provisions are expected to discourage
certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of
our company to first negotiate with its board. These provisions may delay or prevent someone from acquiring or merging with us,
which may cause the market price of our common stock to decline.
The Board is authorized to create and issue
from time to time, without stockholder approval, up to an aggregate of 5,000,000 shares of preferred stock in one or more series
and to establish the number of shares of any series of preferred stock and to fix the designations, powers, preferences and rights
of the shares of each series and any qualifications, limitations or restrictions of the shares of each series.
The authority to designate preferred stock
may be used to issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair
the voting power of, holders of the common stock or could also be used as a method of determining, delaying or preventing a change
of control.
In addition, Nevada law contain provisions
governing the acquisition of a controlling interest in certain Nevada corporations. These laws provide generally that any person
that acquires 20% or more of the outstanding voting shares of certain Nevada corporations in the secondary public or private market
must follow certain formalities before such acquisition or they may be denied voting rights, unless a majority of the disinterested
stockholders of the corporation elects to restore such voting rights in whole or in part. These laws will apply to us if we have
200 or more stockholders of record, at least 100 of whom have addresses in Nevada, unless our articles of incorporation or bylaws
in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person
acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application
of these provisions of the Nevada Revised Statutes, would enable that person to exercise (1) one-fifth or more, but less than one-third,
(2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the
election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it
over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire
a controlling interest become “control shares” to which the voting restrictions described above apply. These laws may
have a chilling effect on certain transactions if our articles of incorporation or bylaws are not amended to provide that these
provisions do not apply to us or to an acquisition of a controlling interest, or if our disinterested stockholders do not confer
voting rights in the control shares.
Nevada law also provides that if a person
is the “beneficial owner” of 10% or more of the voting power of certain Nevada corporations, such person is an “interested
stockholder” and may not engage in any “combination” with the corporation for a period of three years from the
date such person first became an interested stockholder, unless the combination or the transaction by which the person first became
an interested stockholder is approved by the board of directors of the corporation before the person first became an interested
stockholder. Another exception to this prohibition is if the combination is approved by the affirmative vote of the holders of
stock representing a majority of the outstanding voting power not beneficially owned by the interested stockholder at a meeting
called for that purpose , no earlier than three years after the date that the person first became an interested stockholder. These
laws generally apply to Nevada corporations with 200 or more stockholders of record, but a Nevada corporation may elect in its
articles of incorporation not to be governed by these particular laws.
Nevada law also provides that directors
may resist a change or potential change in control if the directors determine that the change is opposed to, or not in the best
interest of, the corporation.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the
Company’s common stock is Worldwide Stock Transfer in Hackensack, New Jersey.
Item 2.
Exhibits.
Exhibit No.
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Description
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3.1
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Articles of Incorporation of SmartMetric, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on September 3, 2004).
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3.2
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Amendment to the Articles of Incorporation of Smartmetric Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2009).
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3.3
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Certificate of Designation for the Company’s Series B Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2009).
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3.4
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By-laws of SmartMetric, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on September 3, 2004).
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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.
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SMARTMETRIC, INC.
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Date: November 13, 2012
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By:
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/s/ C Hendrick
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Name:
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C Hendrick
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Title:
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Chief Executive Officer, President and Director
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SmartMetric (PK) (USOTC:SMME)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
SmartMetric (PK) (USOTC:SMME)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024