Securities Registration (section 12(g)) (8-a12g)
08 Octubre 2013 - 1:12PM
Edgar (US Regulatory)
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SOLARFLEX CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
333-168068
|
42-1771817
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(State of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
|
|
|
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40 Wall Street, 28th Floor,
New York, NY
|
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10005
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(Address of
Principal Executive Offices)
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(ZIP Code)
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Securities
to be registered pursuant to Section 12(g) of the Act:
Title of each class
to be so registered:
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Name of exchange on
which each class is to be registered:
|
Common Stock,
$0.0001 par value
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N/A
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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:
333-168068
Securities to be
registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value
Item 1. Description of Registrant's Securities to be registered.
The
following is a summary of the material terms of the Registrant's common stock. This
summary is subject to and qualified in its entirety by the Certificate of Incorporation
and Bylaws, and by the applicable provisions of
the Delaware General
Corporation Law
.
All shares of common stock are equal to each other with respect to voting, liquidation
and dividend rights. Each outstanding share of common stock entitles the holder to one
vote per share on all matters. The Certificate of Incorporation, as amended, does
not permit cumulative voting for the election of directors, 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. In that event, the holders of the
remaining shares will not be able to elect any of the registrant's directors.
Stockholders do not have preemptive rights to purchase shares in any future issuance
of the registrant's common stock.
The holders of shares of the Registrant's common stock are entitled to dividends out of
funds legally available when and as declared by the board of directors. The board of
directors does not anticipate declaring a cash dividend in the foreseeable future. Should
the registrant decide in the future to pay cash dividends, as a holding company, the
Registrant's ability to do so and meet other obligations depends upon the receipt of cash
dividends or other payments from its operating subsidiaries and other holdings and
investments. In addition, the Registrant's operating subsidiaries, from time to time, may
be subject to restrictions on their ability to make distributions, including as a result
of restrictive covenants in loan agreements, and other regulatory restrictions. In
the event of the Registrant's liquidation, dissolution or winding up, holders of the
common stock are entitled to receive, ratably, the net assets available to stockholders
after payment of all creditors.
All of the issued and outstanding shares of the common stock are duly authorized,
validly issued, fully paid and non-assessable. To the extent that additional shares
of the registrant's common stock are issued, the relative interests of existing
stockholders will be diluted.
Item 2. Exhibits.
Exhibit No.
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Identification
of Exhibit
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1
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Certificate of Incorporation, filed with the
Registrant's registration statement on Form S-1 on July 12, 2010.
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2
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By-laws, filed with the Registrant's
registration statement on Form S-1 on July 12, 2010.
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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, thereunto duly authorized.
Solarflex Corp.
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By: /s/ Sergei Rogov, CEO and Chairman
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Date: October 8, 2013
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