UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |||
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FORM 8-A | |||
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For registration of certain classes of securities pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 | |||
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Marvin’s Place, Inc. | |||
(Exact name of Registrant as specified in charter) | |||
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Nevada |
| 20-8789451 | |
(State of Other Jurisdiction of Incorporation) |
| (IRS Employer Identification No.) | |
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13245 Sunnyslope Drive |
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Chino Hills, California | 91709 | ||
(Address of Principal Executive Offices) | (Zip Code) | ||
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Securities to be registered pursuant to Section 12(b) of the Act: | |||
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Title of each class |
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to be so registered |
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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: 0001402484 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK |
(Title of class) |
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(Title of class) |
Item 1. Description of Registrant’s Securities to be Registered
For a description of the Common Stock being registered, reference is made to the section entitled “Description of Securities” included in the Prospectus (the “Prospectus”) dated June 27, 2007 contained in the Registrant’s Registration Statement on Form SB-2, File No. 333-144082, filed with the Securities and Exchange Commission on June 27, 2007, as amended (the “Registration Statement”).
Item 2. Exhibits
Exhibit Number | Name and/or Identification of Exhibit |
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4. | Instruments defining rights of security holders including indentures |
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| Excerpt from page 14 of the Form SB-2 Registration Statement filed June 27, 2007 |
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.
Signature | Title | Date |
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/s/ Chong Kim | Chief Financial Officer | June 30, 2008 |
Chong Kim |
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Exhibit 4
DESCRIPTION OF SECURITIES
Marvin’s Place, Inc.’s authorized capital stock consists of 70,000,000 shares of common stock, with a par value of $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001.
The holders of Marvin’s Place, Inc.’s common stock:
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Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors;
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Are entitled to share ratably in all of assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of corporate affairs;
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Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
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Are entitled to one vote per share on all matters on which stockholders may vote.
All shares of common stock now outstanding are fully paid for and non assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable.
The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly accoun t statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all.
The Company has no current plans to neither issue any preferred stock nor adopt any series, preferences or other classification of preferred stock. The Board of Directors is authorized to (i) provide for the issuance of shares of the authorized preferred stock
in series and (ii) by filing a certificate pursuant to the laws of Nevada, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, all without any further vote or action by the stockholders. Any shares of issued preferred stock would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders and may adversely effect the voting and other rights of the holders of common stock.
The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that potentially some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.
PREFERRED STOCK
Marvin’s Place, Inc. is authorized to issue 5,000,000 shares of preferred stock, $0.001 par value. However, the Company has not issued any preferred stock to date.
PREEMPTIVE RIGHTS
No holder of any shares of Marvin’s Place, Inc. stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.
NON-CUMULATIVE VOTING
Holders of Marvin’s Place, Inc. 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 such event, the holders of the remaining shares will not be able to elect any directors.
CASH DIVIDENDS
As of the date of this prospectus, Marvin’s Place, Inc. has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon earnings, if any, capital requirements and financial position, general economic conditions, and other pertinent conditions. The Company does not intend to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in business operations.
REPORTS
After this offering, Marvin’s Place, Inc. will furnish its shareholders with annual financial reports certified by independent accountants, and may, at its discretion, furnish unaudited quarterly financial reports.