0001185185-16-004397.txt : 20160504 0001185185-16-004397.hdr.sgml : 20160504 20160504170116 ACCESSION NUMBER: 0001185185-16-004397 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160504 DATE AS OF CHANGE: 20160504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Titan Computer Services Inc. CENTRAL INDEX KEY: 0001664127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 133778988 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-55639 FILM NUMBER: 161620298 BUSINESS ADDRESS: STREET 1: 92 SOUTHGATE DRIVE CITY: SPRING VALLEY STATE: NY ZIP: 10977 BUSINESS PHONE: 212-390-8311 MAIL ADDRESS: STREET 1: 92 SOUTHGATE DRIVE CITY: SPRING VALLEY STATE: NY ZIP: 10977 8-A12G 1 titancomputer8a12g050316.htm 8-A12G titancomputer8a12g050316.htm
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
 
TITAN COMPUTER SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
New York
  
13-3778988
(State or Other Jurisdiction
of Incorporation)
  
(IRS Employer 
Identification No.)
 
92 Southgate Drive
Spring Valley, New York
  
10977
(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
     
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. o
 
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: 333-209051
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
Common Stock, no par value
(Title of class)
 
 
 
 
 
 
Item 1. Description of Registrant’s Securities to be Registered.
 
Titan Computer Services, Inc. (the “Registrant”) is authorized to issue up to 70,000,000 shares of common stock, no par value (the “Common Stock”). The holders of the Common Stock have equal ratable rights to dividends from funds legally available if and when declared by the Registrant’s board of directors (the “Board”) and are entitled to share ratably in all of the Registrant’s assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs. The Common Stock does not provide the right to preemptive, subscription or conversion rights. Shares of the Common Stock are non-assessable and are not subject to any redemption or sinking fund provisions or rights. The Common Stock holders are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. Holders of shares of the Common Stock do not have cumulative voting rights, 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, and, in that event, the holders of the remaining shares will not be able to elect any members to the Board.
 
The Registrant’s articles of incorporation allow the Board to issue up to 5,000,000 shares of preferred stock without any vote or further action by its stockholders. The Board has the authority to fix and determine the relative rights and preferences of preferred stock. As a result, the Board could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to the Registrant’s assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of Common Stock and the right to the redemption of the shares, together with a premium, prior to the redemption of the Common Stock.
 
Item 2. Exhibits.
 
Exhibit No.
  
Description of Exhibit
     
3.1
  
Articles of Incorporation - filed as an exhibit to the Registration Statement on Form S-1 filed on January 19, 2016 and incorporated herein by reference.
     
3.1.1
  
Certificate of Amendment to Articles of Incorporation - filed as an exhibit to the Registration Statement on Form S-1 filed on January 19, 2016 and incorporated herein by reference.
     
3.2
  
Bylaws- filed as an exhibit to the Registration Statement on Form S-1 filed on January 19, 2016 and incorporated herein by reference.
 
 
 
 
 
 
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: May 4, 2016
TITAN COMPUTER SERVICES, INC.
     
 
By:
/s/ Leonard Rosenfield
 
Name:
Leonard Rosenfield
 
Title:
Chief Executive Officer
 
 
 

 
 
 
 
EXHIBIT INDEX

Exhibit No.
  
Description of Exhibit
     
3.1
  
Articles of Incorporation - filed as an exhibit to the Registration Statement on Form S-1 filed on January 19, 2016 and incorporated herein by reference.
     
3.1.1
  
Certificate of Amendment to Articles of Incorporation - filed as an exhibit to the Registration Statement on Form S-1 filed on January 19, 2016 and incorporated herein by reference.
     
3.2
  
Bylaws - filed as an exhibit to the Registration Statement on Form S-1 filed on January 19, 2016 and incorporated herein by reference.