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

 

KRAIG BIOCRAFT LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming   83-0458707
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
     

2723 South State St. Suite 150

Ann Arbor, Michigan

 

 

48104

(Address of principal executive offices)   (Zip Code)

 

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

 

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) or (e), 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]

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. [  ]

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

 

Securities to be registered pursuant to Section 12(g) of the Act: Class A Common Stock, no par value

 

 

 

 
 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

Our original articles of incorporation authorized 60,000,000 shares of Class A common stock, 25,000,000 shares of Class B common stock with no par value per share and 10,000,000 shares of preferred stock with no par value per share. On March 18, 2009, we amended our articles of incorporation to provide for unlimited authorized shares, no par value, of Class A common stock and Class B common stock, and preferred stock. In December 2013, we further amended our articles of incorporation to designate Series A of the Company’s preferred stock, no par value; there are two shares of Series A preferred stock authorized. There are no provisions in our charter or by-laws that would delay, defer or prevent a change in our control. As of the date hereof, we have 854,410,001 shares of Class A common stock, 0 shares of Class B common stock and 2 shares of Series A Preferred Stock outstanding. The Class B common stock is not listed on the OTCQB.

 

Common Stock

 

Holders of our Class A Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote; Class B common stock does not have any voting rights.

 

Holders of Common Stock do not have cumulative voting rights.

 

Holders of a majority of the shares of Common Stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

 

Although there are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without stockholder approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect.

 

Holders of both classes of common stock are entitled to share in all dividends that the Board, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of both classes of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

 

Dividends

 

Since inception we have not paid any cash dividends on our capital stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board may deem relevant.

 

Certain Anti-Takeover Effects

 

Certain provisions of Wyoming law may have an anti-takeover effect and may delay or prevent a tender offer or other acquisition transaction that a shareholder might consider to be in his or her best interest. The summary of the provisions of Wyoming law set forth below does not purport to be complete and is qualified in its entirety by reference to Wyoming law.

 

The issuance of shares of preferred stock, the issuance of rights to purchase such shares, and the imposition of certain other adverse effects on any party contemplating a takeover could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of the preferred stock, if the option to acquire such shares is exercised, would impede a business combination by the voting rights that would enable a holder to block such a transaction. In addition, under certain circumstances, the issuance of other preferred stock could adversely affect the voting power of holders of our common stock.

 

 
 

 

Under Wyoming law, a director, in determining what he reasonably believes to be in or not opposed to the best interests of the corporation, does not need to consider only the interests of the corporation’s stockholders in any takeover matter but may also, in his discretion, may consider any of the following:

 

  (i) The interests of the corporation’s employees, suppliers, creditors and customers;
     
  (ii) The economy of the state and nation;
     
  (iii) The impact of any action upon the communities in or near which the corporation’s facilities or operations are located;
     
  (iv) The long-term interests of the corporation and its stockholders, including the possibility that those interests may be best served by the continued independence of the corporation; and
     
  (v) Any other factors relevant to promoting or preserving public or community interests.

 

The outstanding Series A preferred stock can deter a takeover.

 

Because our Board is not required to make any determination on matters affecting potential takeovers solely based on its judgment as to the best interests of our stockholders, our board of directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our stockholders might believe to be in their best interests or in which such stockholders might receive a premium for their stock over the then market price of such stock. Our Board of directors presently does not intend to seek stockholder approval prior to the issuance of currently authorized stock, unless otherwise required by law or applicable stock exchange rules.

 

The description of the Registrant’s securities included in any form of prospectus subsequently filed by the Registrant with the SEC pursuant to Section 424(b) of the Securities Act of 1933, as amended, shall also be deemed to be incorporated herein by reference.

 

Item 2. Exhibits.

 

The following exhibits are filed as a part of this registration statement:

 

Exhibit
Number
  Description of Exhibit
     
3.1   Articles of Incorporation(1)
3.2   Articles of Amendment to Articles of Incorporation(2)
3.3   Articles of Amendment to Articles of Incorporation(3)
3.4   Articles of Amendment to Articles of Incorporation(4)
3.5   Bylaws(1)
4.1   Specimen Share Certificate (filed herewith)

 

  (1) Incorporated by reference to the Registration Statement on Form SB-2 filed on September 26, 2007
  (2) Incorporated by reference to the Registration Statement on Form S-1 filed on October 2, 2009
  (3) Incorporated by reference to the Current Report on Form 8-K filed on November 22, 2013
  (4) Incorporated by reference to the Current Report on Form 8-K filed on December 19, 2013

 

 
 

 

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.

 

Date: December 11, 2020

 

  Kraig Biocraft laboratories, Inc.
     
  By: /s/ Kim Thompson
    Kim Thompson
    President, Chief Executive Officer and Chief Financial Officer