8-A12G: Registration of securities [Section 12(g)]
Published on July 18, 2006
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-A
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FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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NOVASTAR
RESOURCES LTD.
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(Exact
name of registrant as specified in its charter)
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Nevada
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91-1975651
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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8300
Greensboro Drive, Suite 800
McLean,
VA
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22102
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(Address
of principal executive offices)
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(Zip
Code)
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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. o
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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
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Securities
Act registration statement file number to which this form relates: (if
applicable)
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Securities
to be registered pursuant to Section 12(b) of the
Act:
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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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None
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None
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Securities
to be registered pursuant to Section 12(g) of the Act:
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Common
Stock, Par Value $0.001
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(Title
of class)
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INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of Registrant’s Securities to be
Registered.
General
Novastar's
authorized capital stock consists of 250,000,000 shares of common stock, par
value $0.001 per share, and 50,000,000 shares of preferred stock, par value
$0.001 per share.
COMMON
STOCK
The
holders of the common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Accordingly, holders
of a majority of the shares of common stock entitled to vote in any election
of
directors may elect all of the directors standing for election. Holders of
common stock are entitled to receive ratably such dividends as may be declared
by the board of directors out of funds legally available therefor. In the event
of Novastar's liquidation, dissolution or winding up, holders of common stock
are entitled to share ratably in the assets remaining after payment of
liabilities. Holders of common stock have no preemptive, conversion or
redemption rights. All of the outstanding shares of common stock are fully-paid
and nonassessable.
PREFERRED
STOCK
Novastar's
board of directors may, without stockholder approval, establish and issue shares
of one or more classes or series of preferred stock having the designations,
number of shares, dividend rates, liquidation preferences, redemption
provisions, sinking fund provisions, conversion rights, voting rights and other
rights, preferences and limitations that Novastar's board of directors may
determine. The board of directors may authorize the issuance of preferred stock
with voting, conversion and economic rights senior to the common stock so that
the issuance of preferred stock could adversely affect the market value of
the
common stock. The creation of one or more series of preferred stock may
adversely affect the voting power or other rights of the holders of common
stock. The issuance of preferred stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could,
among
other things and under some circumstances, have the effect of delaying,
deferring or preventing a change in control without any action by stockholders.
2
Item
2. Exhibits.
The
following exhibits are filed as part of this report:
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Exhibit
No.
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Description
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3.1
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Article
of Incorporation of the registrant, as amended.
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3.2
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By-laws
of the registrant (incorporated by reference to the registrant’s
Registration Statement on Form 10-SB filed on December 17,
1999).
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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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NOVASTAR
RESOURCES LTD.
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By:
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/s/
Seth Grae
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Dated:
July 18, 2006
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Seth
Grae
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President
and Chief Executive Officer
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