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
CITY NETWORK, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0467944
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
#13f., No. 77, Hsin Tai Wu Road, Sec. His-Chih, Taipei County, Taiwan R.O.C.
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of If this Form relates to the registration of a class
securities pursuant to Section 12(b) of the Exchange Act of securities pursuant to Section 12(g) of the
and is effective pursuant to General Instruction A.(c), Exchange Act and is effective pursuant to General
please check the following box. [X] Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
None
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered Name of Each Exchange on Which Each
Class is to be Registered
Common Stock, $.001 par value American Stock Exchange
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 description of the Registrant's securities to be registered:
Common Stock. We are authorized to issue 100,000,000 shares of common
stock $.001 par value per share. As of January 9, 2004, there were
25,000,000 shares of common stock issued and outstanding. All shares of
common stock outstanding are validly issued, fully paid and
non-assessable.
Voting Rights. Each share of common stock entitles the holder to one vote,
either in person or by proxy, on any matter subject to applicable law and
the Company's Articles of Incorporation. Holders of Common Stock have no
cumulative voting rights. Accordingly, the holders of in excess of 50% of
the aggregate number of shares of Common Stock outstanding will be able to
elect all of the directors of the Company and to approve or disapprove any
other matter submitted to a vote of all stockholders.
Dividend Policy. All shares of common stock are entitled to participate
proportionally in dividends if our board of directors declares them out of
the funds legally available and subordinate to the rights, if any, of the
holders of outstanding shares of preferred stock. These dividends may be
paid in cash, property or additional shares of common stock. We have not
paid any dividends since our inception and presently anticipate that all
earnings, if any, will be retained for development of our business. Any
future dividends will be at the discretion of our board of directors and
will depend upon, among other things, our future earnings, operating and
financial condition, capital requirements, and other factors. Therefore,
there can be no assurance that any dividends on the common stock will be
paid in the future.
Miscellaneous Rights and Provisions. Holders of common stock have no
preemptive or other subscription rights, conversion rights, redemption or
sinking fund provisions. In the event of our dissolution, whether
voluntary or involuntary, each share of common stock is entitled to share
proportionally in any assets available for distribution to holders of our
equity after satisfaction of all liabilities and payment of the applicable
liquidation preference of any outstanding shares of preferred stock.
Item 2. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
2.1 (1) Exchange Agreement, dated December 4, 2002, by and among City
Network, Inc., the shareholders of City Network, Inc., Investment
Agents, Inc., Pamela Ray Stinson, Raymond Robert Acha and Joseph H.
Panganiban
3.1 (2) Articles of Incorporation of City Network
3.2 (2) Certificate of Amendment to Articles of Incorporation of City
Network
3.3 (3) Certificate of Amendment to the Articles of Incorporation of City
Network
3.4 (2) Bylaws of City Network
4.1 * Form of certificate evidencing shares of common stock
* Filed Herewith
(1) Incorporated by reference to the exhibit of the same number filed with the
Registrant's Form 8-K filed March 5, 2003.
(2) Incorporated by reference to the exhibit of the same number filed with the
Registrant's Form SB-2, as amended, initially filed on May 18, 2001
(3) Incorporated by reference to the exhibit of the same number filed with the
Registrant's Proxy Statement filed March 21, 2003.
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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.
CITY NETWORK, INC.
Date: January 13, 2004 By: /s/ Tiao Tsan Lai
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Name: Tiao Tsan Lai
Title: Chief Executive Officer