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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ATSI COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 74-2849995
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
8600 WURZBACH ROAD, SUITE 700W
SAN ANTONIO, TEXAS 78240
(Address of Principal Executive Offices) (Zip Code)
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: N/A
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
None
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
SERIES H CONVERTIBLE PREFERRED STOCK, $.001 PAR VALUE PER SHARE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Pursuant to the Certificate of Incorporation of ATSI Communications, Inc.
(f/k/a ATSI Merger Corporation and referred to herein as the "Company") the
Board of Directors of the Company have adopted the Designations, Preferences,
Limitations and Relative Rights of the Series H Convertible Preferred Stock,
$.001 par value per share (the "Series H Preferred Stock"), set forth in Exhibit
3.1 attached hereto. The following description should be read in conjunction
with, and is qualified in its entirety by reference to, the Certificate of
Designations, Preferences, Limitations and Relative Rights.
General: A total of 16,000,000 shares of Series H Preferred Stock have been
authorized for issuance by the Board of Directors. All outstanding shares of
the Series H Preferred Stock are fully paid and non-assessable.
Dividends. Each share of the Series H Preferred Stock is entitled to
receive dividends declared upon shares of the Company's Common Stock on a par
with the shares of the Company's Common Stock as though the shares of Series H
Preferred Stock were converted to shares of the Company's Common Stock at the
highest applicable conversion rate in effect on the day before the record date
for such dividends.
Liquidation Preference. Each share of the Series H Preferred Stock is
entitled to receive a distribution on liquidation of the Company of $.10 in
preference to any distribution to shares of the Company's Common Stock. The
shares of the Series H Preferred Stock are not entitled to any other
distributions in liquidation or to participate in the distributions to the
shares of the Company's Common Stock.
Redemption. Each share of the Series H Preferred Stock may be redeemed at
any time by the Company in exchange for one share of the Company's Common Stock,
$.001 par value per share.
Conversion. Each share of the Series H Preferred Stock may be converted at
the option of the holder thereof into one and one-fifth (1.2) share of the
Company's Common Stock after being held for one year by such holder and into one
and one-half (1.5) share of the Company's Common Stock after being held for two
years by such holder, subject to adjustment in the event of splits, reverse
splits, combinations, stock dividends and other similar corporate transactions
resulting in an increase or decrease in the securities issued by the Company.
Voting: Except as required by the general corporate laws of the State of
Nevada, the Series H Preferred Stock is not entitled to vote on any matters.
Preemptive Rights: None of the Series H Preferred Stock will carry any
preemptive rights enabling a holder to subscribe for or receive shares of the
Company of any class or any other securities convertible into any class of the
Company's shares.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this registration
statement:
EXHIBIT NO. DESCRIPTION
4.1 Certificate of Designations, Preferences, Limitations, and Relative Rights
of the Series H Preferred Stock, $.001 par value per share.
4.2 Certificate of Amendment to the Designations, Preferences, Limitations
and Relative Rights of the Series H Preferred Stock, $.001 par value per
share.
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.
ATSI COMMUNICATIONS, INC.
/s/ Arthur L. Smith
Date: June 18, 2004 By:
-------------------------------------
Art Smith
President and Chief Executive Officer
EXHIBIT NO. DESCRIPTION
4.1 Certificate of Designations, Preferences, Limitations, and Relative Rights
of the Series H Preferred Stock, $.001 par value per share.
4.2 Certificate of Amendment to the Designations, Preferences, Limitations
and Relative Rights of the Series H Preferred Stock, $.001 par value per
share.