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
CHINA
FIRE & SECURITY GROUP, INC.
(Exact
name of registrant as specified in Charter)
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Florida
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000-50491
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65-1193022
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee
Identification
No.)
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South
Banbidian Industrial Park,
Liqiao
Township, Shunyi District
Beijing
101304, People’s Republic of China
(Address
of Principal Executive Offices)
(86-10)
8416 3816
(Issuer
Telephone number)
Securities
to be registered pursuant to Section 12(b) of the Act: None.
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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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Common
Shares, $ 0.001
par value
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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. þ
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. o
Securities
Act registration statement file number to which this form relates:
______.
Securities
to be registered pursuant to Section 12(g) of the Act: None
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 Articles of
Incorporation, as amended, and Bylaws, and by the applicable provisions of
Florida 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 Articles 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 dividend in the foreseeable
future. Should the registrant decide in the future to pay dividends, as a
holding company, the registrant's ability to do so and meet other obligations
depends upon the receipt of 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, restrictions on the conversion of local currency
into U.S. dollars or other hard currency 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.
The
following exhibits to this Registration Statement are filed as
attached.
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Exhibit
Number
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Description
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1
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Amendment
and Restatement of Articles of Incorporation
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2
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Amended
and Restated Bylaws
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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.
CHINA
FIRE & SECURITY GROUP, INC.
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| Date:
July 12, 2007 |
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/s/
Brian Lin |
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Brian
Lin
Chief
Executive Officer
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