-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DnYJf+h5ULJTE7NZYlbLQ3BawM+gyDglk42RacUsBqhxP6rVcQNJGxz9n4cd9mGI ZHZSZ3G4iSfstpuyQhrWDw== 0000889812-96-001239.txt : 19960906 0000889812-96-001239.hdr.sgml : 19960906 ACCESSION NUMBER: 0000889812-96-001239 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960905 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROTEL INTERNATIONAL INC CENTRAL INDEX KEY: 0000854852 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770226211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-21303 FILM NUMBER: 96625965 BUSINESS ADDRESS: STREET 1: 2040 FORTUNE DR STREET 2: STE 102 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084358520 MAIL ADDRESS: STREET 1: 2040 FORTUNE DRIVE STREET 2: STE 102 CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: CXR CORP DATE OF NAME CHANGE: 19920703 8-A12G 1 REGISTRATION FOR CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(G) 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 MICROTEL INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 77-0226211 - ----------------------- -------------------- (State of incorporation (IRS Employer or organization) Identification No.) 2040 Fortune Drive San Jose, California 95131 - ----------------------- -------------------- (Address of principal (Zip Code) executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which each class is to be so registered to be registered - ------------------- ---------------------- - ------------------- ---------------------- - ------------------- ---------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.0033 par value per share -------------------------------------------------------- (Title of Class) -------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. The holders of outstanding shares of Common Stock are entitled to share ratably on a share-for-share basis with respect to any dividends when, as and if declared by the Board of Directors out of funds legally available therefor. Each holder of Common Stock is entitled to one vote for each share held of record and are not entitled to cumulative voting rights. The Common Stock is not entitled to conversion or preemptive rights and is not subject to redemption. Upon liquidation, dissolution or winding up of the Company, and subject to the prior rights of holders of the Company's Preferred Stock, if any, the holders of Common Stock are entitled to receive pro rata all of the net assets of the Company available for distribution to its stockholders. Item 2. Exhibits. 1(a). Specimen form of certificate for the Registrant's Common Stock. 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. MICROTEL INTERNATIONAL, INC. By:/s/DANIEL DROR ---------------------------- Daniel Dror, Chief Executive Officer Dated: September 4, 1996 EX-99.1(A) 2 SPECIMEN FORM OF CERTIFICATE FOR THE REGISTRANT'S COMMON STOCK EXHIBIT 1a. NUMBER SHARES MOL MICROTEL INTERNATIONAL INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE MAY BE PRESENTED FOR TRANSFER IN NEW YORK, NEW YORK OR DENVER, COLORADO SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 59514K 20 9 THIS CERTIFIES that is the owner of FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.0033 PER SHARE, OF MICROTEL INTERNATIONAL INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, on surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [ ] [ ] [ CORPORATE SEAL ] [ ] [ ] /s/BARRY E. REIFLER /s/DANIEL DROR SECRETARY CHAIRMAN OF THE BOARD & CHIEF EXECUTIVE OFFICER MICROTEL INTERNATIONAL INC. The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be addressed to the Secretary of the Corporation or to the Transfer Agent and Registrar named on the face of this Certificate. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT - _______ Custodian________ TEN ENT -as tenants by the entireties (Cust) (Minor) JT TEN -as joint tenants with the right of under Uniform Gifts to Minors survivorship and not as tenants Act____________ in common (State)
Additional abbreviations may also be used though no in the above list. For Value Received, _______________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------- - -------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares - ------------------------------------------------------------------------- of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney - ---------------------------------------------------------------------- to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ------------------------- X ------------------------------------------------ ------------------------------------------------ NOTICE:THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: By The signature(s) should be guaranteed by an eligible guarantor institution, (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----