ROCKY MOUNTAIN INTERNET INC
8-A12G, 1996-08-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                       FORM 8-A
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                       PURSUANT TO SECTION 12(b) OR (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                            ROCKY MOUNTAIN INTERNET, INC.
                (Exact name of registrant as specified in its charter)


               Delaware                                           84-1322326
     ----------------------                                ------------------
    (State of incorporation                                (I.R.S. Employer)
         or organization)                                  Identification No.)


                                  1800 Glenarm Place
                                      Suite 1100
                                Denver, Colorado 80202
                           --------------------------------
                       (Address of principal executive offices)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. / /

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /

          Securities to be registered pursuant to Section 12(g) of the Act:

Units, consisting of one share of common stock, $.001 par value, and one warrant
- - --------------------------------------------------------------------------------
                                   (Title of class)

                            Common Stock, $.001 par value
                            ------------------------------
                                   (Title of class)

  Warrants, convertible into one share of common stock and redeemable at $0.25
  ----------------------------------------------------------------------------
                       per share 13 months after effective date
                       ----------------------------------------
                                   (Title of class)

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ITEM 1.       DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

              For a description of the securities of the Registrant to be
registered hereunder, reference is made to the sections captioned "Prospectus
Summary - The Offering" and "Description of Securities" in the Registrant's
final prospectus to be filed under Rule 424(b) and deemed to be part of the
Registrant's Registration Statement on Form SB-2 (SEC File No. 333-05040C),
which sections are hereby incorporated by reference.

ITEM 2.       EXHIBITS.

         The following exhibits are filed as part of this registration
statement in accordance with Instruction I of the Instructions as to Exhibits:

         I.1       --   Registration Statement filed pursuant to the Securities
                        Act of 1933.(1)

         I.2       --   Certificate of Incorporation of Rocky Mountain
                        Internet, Inc.(2)

         I.3       --   Bylaws of Rocky Mountain Internet, Inc.(3)

         I.4       --   Form of Subordinated Convertible Promissory Note.(4)

         I.5       --   Form of Warrant Agreement dated ____________, 1996
                        between Rocky Mountain Internet, Inc. and American
                        Securities Transfer, Inc. and Form of Warrant.(5)

         I.6       --   Form of Lock-up Agreement for Shareholders(6)

         I.7       --   Form of Representative's Warrant Agreement(7)

         I.8       --   1996 Employees' Stock Option Plan and Form of Stock
                        Option Agreement(8)

         I.9       --   1996 Non-Employee Directors' Stock Option Plan and Form
                        of Stock Option Agreement(9)
- - ------------------

(1)   Incorporated by reference to Registrant's Registration Statement on Form
      SB-2 (SEC File No. 333-05040C).

(2)   Incorporated by reference to Registrant's Registration Statement on Form
      SB-2 to Exhibit 3.1 (SEC File No. 333-05040C).

(3)   Incorporated by reference to Registrant's Registration Statement on Form
      SB-2 to Exhibit 3.2 (SEC File No. 333-05040C).

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(4)   Incorporated by reference to Registrant's Registration Statement on Form
      SB-2 to Exhibit 4.2 (SEC File No. 333-05040C).

(5)   Incorporated by reference to Registrant's Amendment No. 1 to Registration
      Statement on Form SB-2 to Exhibit 4.1 (SEC File No. 333-05040C).

(6)   Incorporated by reference to Registrant's Amendment No. 1 to Registration
      Statement on Form SB-2 to Exhibit 4.3 (SEC File No. 333-05040C).

(7)   Incorporated by reference to Registrant's Amendment No. 1 to Registration
      Statement on Form SB-2 to Exhibit 1.4 (SEC File No. 333-05040C).

(8)   Incorporated by reference to Registrant's Amendment No. 1 to Registration
      Statement on Form SB-2 to Exhibit 10.1 (SEC File No. 333-05040C).

(9)   Incorporated by reference to Registrant's Amendment No. 1 to Registration
      Statement on Form SB-2 to Exhibit 10.2 (SEC File No. 333-05040C).

<PAGE>

    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.

                                  ROCKY MOUNTAIN INTERNET, INC.
                                  (Registrant)


Date: August __, 1996             By:     /s/ ROY J. DIMOFF
                                     ----------------------------------
                                          Roy J. Dimoff, President
                                          and Chief Executive Officer

<PAGE>

                                  INDEX TO EXHIBITS

Exhibit
 No.                    Description of Exhibits                        Page No.
- - --------                                                               --------

I.1 Registration Statement filed pursuant to the Securities Act of 1933.(1)

I.2 Certificate of Incorporation of Rocky Mountain Internet, Inc.(2)

I.3 Bylaws of Rocky Mountain Internet, Inc.(3)

I.4 Form of Subordinated Convertible Promissory Note.(4)

I.5 Form of Warrant Agreement dated ____________, 1996 between
    Rocky Mountain Internet, Inc. and American Securities Transfer,
    Inc. and Form of Warrant.(5)

I.6 Form of Lock-up Agreement(6)

I.7 Form of Representative's Warrant Agreement(7)

I.8 1996 Employees' Stock Option Plan and Form of Stock Option Agreement(8)

I.9 1996 Non-Employee Directors' Stock Option Plan and Form of Stock Option
    Agreement(9)
- - -------------------

(1)   Incorporated by reference to Registrant's Registration Statement on Form
      SB-2 (SEC File No. 333-05040C).

(2)   Incorporated by reference to Registrant's Registration Statement on Form
      SB-2 to Exhibit 3.1 (SEC File No. 333-05040C).

(3)   Incorporated by reference to Registrant's Registration Statement on Form
      SB-2 to Exhibit 3.2 (SEC File No. 333-05040C).

(4)   Incorporated by reference to Registrant's Registration Statement on Form
      SB-2 to Exhibit 4.2 (SEC File No. 333-05040C).

(5)   Incorporated by reference to Registrant's Amendment No. 1 to Registration
      Statement on Form SB-2 to Exhibit 4.1 (SEC File No. 333-05040C).

(6)   Incorporated by reference to Registrant's Amendment No. 1 to Registration
      Statement on Form SB-2 to Exhibit 4.3 (SEC File No. 333-05040C).

<PAGE>

(7)   Incorporated by reference to Registrant's Amendment No. 1 to Registration
      Statement on Form SB-2 to Exhibit 1.4 (SEC File No. 333-05040C).

(8)   Incorporated by reference to Registrant's Amendment No. 1 to Registration
      Statement on Form SB-2 to Exhibit 10.1 (SEC File No. 333-05040C).

(9)   Incorporated by reference to Registrant's Amendment No. 1 to Registration
      Statement on Form SB-2 to Exhibit 10.2 (SEC File No. 333-05040C).


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