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 1934
OPTIONABLE, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2219407
-------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
555 Pleasantville Road, Suite 110
Briarcliff Manor, New York 10510
-------------------
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered class is to be registered
Not Applicable Not Applicable
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:
Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
Item 1. Description of Registrant's Securities to be Registered.
Our Certificate of Incorporation authorizes the issuance of 100,000,000 shares
of common stock, $.0001 par value per share. As of the date of this Registration
Statement on Form 8-A, there are 51,406,431 common shares issued and
outstanding. The holders of common stock are entitled to one vote per share on
all matters submitted to a vote of stockholders, including the election of
directors. There is no right to cumulate votes in the election of directors. The
holders of common stock are entitled to any dividends that may be declared by
the Board of Directors out of funds legally available for payment of dividends
subject to the prior rights of holders of preferred stock and any contractual
restrictions we have against the payment of dividends on common stock. In the
event of our liquidation or dissolution, holders of common stock are entitled to
share ratably in all assets remaining after payment of liabilities and the
liquidation preferences of any outstanding shares of preferred stock.
Holders of common stock have no preemptive rights and have no right to convert
their common stock into any other securities.
We are authorized to issue 5,000,000 shares of $.0001 par value preferred stock
in one or more series with such designations, voting powers, if any, preferences
and relative, participating, optional or other special rights, and such
qualifications, limitations and restrictions, as are determined by resolution of
our Board of Directors. The issuance of preferred stock may have the effect of
delaying, deferring or preventing a change in control of our company without
further action by stockholders and could adversely affect the rights and powers,
including voting rights, of the holders of our common stock. There are no shares
of preferred stock outstanding.
Item 2. Exhibits
The following Exhibits are filed with this registration statement:
Exhibit Description
Number
3.1(a) Certificate of Incorporation dated February 11, 2002 (incorporated
by reference to Exhibit 3(i)(a) to the Registrant's Registration
Statement on Form SB-2, filed December 22, 2004, file no. 333-121543
(the "SB-2")).
3.1(b) Certificate of Amendment to the Certificate of Incorporation of
Optionable, Inc., dated March 30, 2000 (incorporated by reference to
Exhibit 3(i)(b) to the SB-2).
3.1(c) Certificate of Amendment to the Certificate of Incorporation of
Optionable, Inc., dated May 31, 2000 (incorporated by reference to
Exhibit 3(i)(c) to the SB-2).
3.1(d) Certificate of Amendment to the Certificate of Incorporation of
Optionable, Inc., dated July 21, 2000 (incorporated by reference to
Exhibit 3(i)(d) to the SB-2).
3.1(e) Corrected Certificate of Amendment to the Certificate of
Incorporation of Optionable, Inc., dated January 31, 2003
(incorporated by reference to Exhibit 3(i)(e) to the SB-2).
3.1(f) Certificate of Amendment to the Certificate of Incorporation of
Optionable, Inc., dated June 9, 2004 (incorporated by reference to
Exhibit 3(i)(f) to the SB-2).
3.2 Amended and Restated By-laws of Optionable, Inc. (incorporated by
reference to Exhibit 3(ii) to the SB-2).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
OPTIONABLE, INC.
Dated: March 13, 2006
/s/ Kevin Cassidy
By: Kevin Cassidy
Chief Executive Officer