form8a12b.htm
UNITED
STATES
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
_____________
LiveDeal,
Inc.
_____________
Nevada
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85-0206668
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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4840
Jasmine Street, Suite 105, Mesa, Arizona
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85205
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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
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Name
of each exchange on which
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to
be so registered
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each
class is to be registered
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Common
Stock, $0.001 Par Value
|
|
The
NASDAQ Stock Market LLC
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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. T
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. £
Securities
Act registration statement file number to which this form relates:
None.
Securities
to be registered pursuant to Section 12(g) of the Act:
None
(Title
of
class)
Item
1. Description of Registrant's Securities to be
Registered.
The
securities to be registered consist of the common stock, $0.001 par value (the
“Common Stock”), of LiveDeal, Inc. (the “Company”). This Form 8-A is being filed
in connection with the listing of the Common Stock on the NASDAQ Capital Market
on or about February 1, 2008. The following is a description of the
Common Stock:
The
Company’s authorized common stock consists of 100,000,000 shares of Common
Stock.
The
Company is also authorized to issue 5,000,000 shares of preferred stock, with
such powers, designations, preferences and relative, participating or optional
or other special rights and qualifications, limitations or restrictions thereof
as shall be expressed in the resolution or resolutions providing for the issue
of such stock adopted by the Company’s Board of Directors. As of
January 30, 2008, the Company had authorized up to 200,000 shares of Series
E
Convertible Preferred Stock, of which 127,840 shares were issued and
outstanding.
The
holders of Common Stock are entitled to receive such dividends as are from
time
to time declared by the Board of Directors out of funds legally available
therefore, provided that before any dividend or other distribution is paid
or
declared on any shares of Common Stock, the holders of the Series E Convertible
Preferred Stock shall receive the dividends provided for in the Company’s
Amended and Restated Articles of Incorporation (the “Articles of
Incorporation”). Holders of Common Stock are entitled to one
vote per share on all matters. Upon the sale of substantially all of
the stock of assets of the Company in a non-public transaction or dissolution,
liquidation, or winding up of the Company, whether voluntary or involuntary,
after all liquidation preferences payable to any series of preferred stock
entitled thereto to have been satisfied, the remaining net assets of the Company
shall be distributed to the holders of Common Stock (and any similarly situated
stockholders who are not entitled to any liquidation preference).
The
Common Stock is not redeemable. The holders of the Common Stock have
no pre-emptive, conversion, or cumulative voting rights. There are no
sinking fund provisions for or applicable to the Common Stock. The
outstanding shares of Common Stock are not liable to further call or to
assessment by the Company.
The
Company’s Articles of Incorporation provide that directors be comprised of one
class and that each member shall be elected for terms lasting until the next
annual meeting of stockholders following their election, or until their
successors are elected and qualified. Each director holds office
until the expiration of the term for which elected and until such director’s
respective successor is elected and qualified, subject to such director’s
earlier death, resignation, or removal. A director may only be
removed for cause upon the affirmative vote of at least 66 2/3% of the voting
power of outstanding shares of capital stock entitled to vote; provided,
however, that whenever the holders of any preferred stock shall have the right,
voting separately as a class, to elect one of more directors, the foregoing
removal provision shall not apply to the director or directors elected by such
holders of preferred stock.
The
Company reserves the rights to repeal, alter, amend or rescind any provision
contained in the Articles of Incorporation. Notwithstanding the
foregoing, at any time and from time to time, the provisions concerning the
term
of office and the taking of action by the stockholders by written consent may
be
repealed, altered, amended or rescinded in any respect only if the same is
approved by the affirmative vote of the holders of not less than 66 2/3% of
the
voting power of outstanding shares of capital stock of the Company entitled
to
vote generally in the election of directors. In addition, the
Company’s Amended and Restated Bylaws (the “Bylaws”) may be altered,
amended or repealed, by a majority vote of the stockholders or the Board of
Directors.
The
Company is subject to the Nevada anti-takeover laws regulating corporate
takeovers. These anti-takeover laws prevent Nevada corporations from
engaging in a merger, consolidation, sales of its stock or assets, and certain
other transactions with any stockholder, including all affiliates and associates
of the stockholder, who owns 10% or more of the corporation’s outstanding voting
stock, for three years following the date that the stockholder acquired 10%
or
more of the corporation’s voting stock except in certain
situations. In addition, Company’s Articles of Incorporation and
Bylaws include a number of provisions that may deter or impede hostile takeovers
or changes of control or management. These provisions include the
following:
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·
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the
authority of our Board of Directors to issue up to 5,000,000 shares
of
serial preferred stock and to determine the price, rights, preferences,
and privileges of these shares, without stockholder approval (of
which
127,840 shares designated as Series E Convertible Preferred Stock
have
been issued);
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·
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all
stockholder actions must be effected at a duly called meeting of
stockholders and not by written consent unless such action or proposal
is
first approved by our Board of Directors;
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|
·
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special
meetings of the stockholders may be called only by the Chairman of
the
Board, the Chief Executive Officer or the President of the Company;
and
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|
·
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cumulative
voting is not allowed in the election of our directors.
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These
provisions of Nevada law and our Articles of Incorporation and Bylaws could
prohibit or delay mergers or other takeover or change of control of the Company
and may discourage attempts by other companies to acquire us, even if such
a
transaction would be beneficial to our stockholders.
The
foregoing description of the Common Stock is qualified in its entirety by the
provisions of the Company’s Articles of Incorporation and Bylaws, as set forth
in the Exhibits to this registration statement which are incorporated by
reference in this Item 1.
Item
2. Exhibits.
3.1
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Amended
and Restated Articles of Incorporation of the Registrant (incorporated
by
reference to Exhibit 3.1 to Form 8-K Current Report, SEC File No.
000-24217, filed on August 15, 2007).
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3.2
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Amended
and Restated Bylaws of the Registrant (incorporated by reference
to
Exhibit 3.2 to Form 10-K Annual Report, SEC File No. 000-24217, for
the
year ended September 30, 2007).
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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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LiveDeal,
Inc.
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(Registrant)
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By:
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/s/
Daniel L. Coury, Sr.
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Daniel
L. Coury, Sr.
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Chief
Executive Officer
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Dated:
January 31, 2008
4