- Amended Securities Registration (section 12(g)) (8-A12G/A)
23 Juni 2010 - 9:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-A/A
AMENDMENT
NO. 1
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Sajan,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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41-1881957
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(State
or incorporation or organization)
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(IRS
Employer
Identification
No.)
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|
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625
Whitetail Blvd.,
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River
Falls, Wisconsin
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54022
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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(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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N/A
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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:
33-127164
.
Securities
to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par
value
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(Title
of Class)
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Introductory
Note
Sajan,
Inc. (the “Company,” “we,” “our” or “us”) hereby amends its Registration
Statement on Form 8-A filed with the Securities and Exchange Commission (“SEC”)
on October 4, 2005 (the “Form 8-A”) in order to update the description
of our capital stock as set forth below.
Item 1.
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Description
of Registrant’s Securities to be
Registered.
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Item 1 of the Form 8-A is hereby
amended and restated in its entirety as follows:
Under our certificate of incorporation,
as amended, we have 45,000,000 shares of authorized capital stock, of which
35,000,000 shares have been classified as common stock, $0.01 per share par
value, and 10,000,000 shares have been classified as preferred stock, $0.01 per
share par value. As of April 30, 2010, the date referenced
in our last Form 10-Q, there were 16,009,331 shares of common stock
outstanding. There are no outstanding shares of preferred
stock.
At the
time of the initial filing of the Form 8-A, we had 100,000,000 shares of
authorized capital stock, of which 90,000,000 shares were classified as common
stock and 10,000,000 shares were classified as preferred
stock. Effective as of May 23, 2008, we amended our certificate of
incorporation to decrease the number of authorized shares of capital stock to
28,000,000 shares, 18,000,000 shares of which were classified as common stock
and 10,000,000 shares of which were classified as preferred stock. On
June 15, 2010, we filed with the Secretary of State of the State of Delaware a
certificate of amendment to our certificate of incorporation to increase the
number of shares of our authorized capital stock and common stock to the current
amounts.
Holders
of common stock are entitled to receive such dividends as are declared by our
board of directors out of funds legally available for the payment of dividends.
We presently intend to retain any earnings to fund the development of our
business. Accordingly, we do not anticipate paying any dividends on our common
stock for the foreseeable future. Any future determination as to declaration and
payment of dividends will be made in the discretion of our board of
directors.
In the
event of the liquidation, dissolution, or winding up of the Company, each
outstanding share of our common stock will be entitled to share equally in any
of our assets remaining after payment of or provision for our debts and other
liabilities.
Holders
of common stock are entitled to one vote per share on matters to be voted upon
by stockholders. There is no cumulative voting for the election of directors,
which means that the holders of shares entitled to exercise more than 50% of the
voting rights in the election of directors are able to elect all of the
directors.
Holders
of common stock have no preemptive rights to subscribe for or to purchase any
additional shares of common stock or other obligations convertible into shares
of common stock which we may issue after the date of this Form
8-A/A.
All of
the outstanding shares of common stock are fully paid and
non-assessable. Holders of our common stock are not liable for
further calls or assessments.
The
foregoing description of our capital stock, including our common stock, is only
a summary and is qualified by applicable law and by the provisions of our
certificate of incorporation, bylaws and other agreements defining the rights of
the holders of each class of our securities, copies of which have been filed
with the SEC.
Our
Registration Statement on Form 8-A filed with the SEC on February 25, 2010
covering our Preferred Stock Purchase Rights is hereby incorporated herein by
reference.
Item 2.
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Exhibits.
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Item
2 of the Form 8-A is hereby amended and restated in its entirety as
follows:
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Exhibit No.
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Description
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3.1
(1)
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Certificate
of Incorporation of MathStar, Inc.
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3.2
(2)
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Certificate
of Amendment of the Certificate of Incorporation of MathStar, Inc. filed
with the Secretary of State of the State of Delaware on May 23,
2008
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3.3
(3)
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Certificate
of Designation of Series A Preferred Stock filed with the Secretary of
State of the State of Delaware on February 25, 2010
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3.4
(4)
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Certificate
of Amendment to the Amended Certificate of Incorporation of Sajan, Inc.
filed with the Secretary of State of the State of Delaware on June 15,
2010
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3.5
(5)
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Bylaws
of MathStar, Inc.
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4.1
(4)
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Form
of common stock certificate of Sajan, Inc.
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4.2
(6)
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Tax
Benefit Preservation Plan and Rights Agreement, dated as of February 25,
2010, between MathStar, Inc. and Wells Fargo Shareowner Services, a
division of Wells Fargo Bank, National Association, as Rights
Agent
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(1)
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Incorporated
by reference to Exhibit 3.1 to the Company’s Registration Statement on
Form S-1 filed with the SEC on August 3, 2005, Registration No. 333-127164
(the “Registration Statement”).
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(2)
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Incorporated
by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K
filed with the SEC on May 23, 2008.
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(3)
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Incorporated
by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K
filed with the SEC on February 25,
2010.
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(5)
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Incorporated
by reference to Exhibit 3.2 to the Registration
Statement.
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(6)
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Incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
filed with the SEC on February 25,
2010.
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SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
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SAJAN,
INC.
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(Registrant)
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Date:
June 23, 2010
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/s/
SHANNON ZIMMERMAN
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Shannon
Zimmerman
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President, Chief Executive
Officer and
Interim
Chief Financial
Officer
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