SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NUWAVE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-3387630
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
ONE PASSAIC AVENUE
FAIRFIELD, NEW JERSEY 07004
(Address of principal executive offices)(Zip Code)
(973) 882-8810
(Issuer's telephone number, including area code)
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If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c), please check the following Instruction A.(d), please check the
box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates:
333-70627
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12 (g) of the Act:
Class A Redeemable Warrants
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(Title of Class)
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Class A Redeemable Warrants
The following discussion is a summary of certain terms and provisions
of the Class A Redeemable Warrants contained in the Warrant Agreement, dated May
15, 1998, between NUWAVE Technologies, Inc. (the "Company") and American Stock
Transfer & Trust Company (the "Warrant Agreement"). As such, it is qualified in
its entirety by reference to the Warrant Agreement.
Each Class A Redeemable Warrant entitles the holder to purchase one
share of the Company's common stock, par value $.01 per share ("Common Stock")
at any time until May 11, 2003 at an exercise price of $3.24 (the "Exercise
Price"), subject to adjustment in certain circumstances to prevent dilution. The
Class A Redeemable Warrants may be exercised in whole or in part, at any time
and from time to time until May 11, 2003 through a cash or cashless exercise.
Unless exercised, the Class A Redeemable Warrants will automatically expire on
May 11, 2003.
Under the Warrant Agreement, the Company agreed to use its best effort
to file a registration statement under the Securities Act, registering the Class
A Redeemable Warrants and the shares of Common Stock underlying the Class A
Redeemable Warrants, upon demand, after December 9, 1998, and use its best
efforts to have the registration statement declared effective by the Commission
as soon as possible thereafter (the "Effective Date"). The Company filed an SB-2
registration statement on February 4, 1999, file no. 333-70627. It was declared
effective on February 8, 1999. The Company agrees to keep the registration
statement effective until expiration of the Class A Redeemable Warrants.
The Class A Redeemable Warrants are subject to redemption by the
Company at $.01 per Class A Redeemable Warrant at any time commencing 12 months
after the Effective Date, or earlier with the prior written consent of
Janssen-Meyers, on not less than 30 days prior written notice to the holders of
the Class A Redeemable Warrants, provided the average closing bid quotation of
the Common Stock as reported on the Nasdaq SmallCap Market, if traded thereon,
or, if not traded thereon, the average closing bid quotation of the Common Stock
if listed on a national securities exchange (or other reporting system that
provides last sale prices), has been at least 250% of the then current Exercise
Price of the Class A Redeemable Warrants, for a period of 30 consecutive trading
days ending on the day prior to the date on which the Company gives notice of
redemption. The Class A Redeemable Warrants will be exercisable until the close
of business on the day immediately preceding the date fixed for redemption.
The Class A Redeemable Warrants were originally issued between May 19,
1998 and June 9, 1998 in connection with a private equity placement by the
Company in which Janssen-Meyers Associates, L.P. ("Janssen-Meyers") acted as the
Company's placement agent. Janssen-Meyers received for acting as placement agent
a commission of 10% ($728,055) of the gross proceeds from the sale of the Common
Stock and Class A Redeemable Warrants, as well as a 3% non-accountable expense
allowance ($218,416) and reimbursement of other costs, including legal expenses
relating to the offering ($77,171). In addition, Janssen-Meyers received as part
of its compensation warrants, exercisable until May 11, 2003, to purchase up to
(i) 688,084 shares of the Company's Common Stock at a price per share ranging
from $2.50 to $3.06 and (ii) 516,068 Class A Redeemable Warrants to purchase up
to 516,068 shares of the Company's Common Stock at a price per share of $3.24.
The warrant agent for the Class A Redeemable Warrants is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York.
<PAGE>
Item 2. Exhibits
10.1 Warrant Agreement, dated May 15, 1998, between NUWAVE Technologies,
Inc. and American Stock Transfer & Trust Company (incorporated by
reference to Exhibit 10.3 of the Company's Current Report on Form 8-K
filed with the Commission on June 11, 1998).*
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* The exhibit thus indicated is incorporated by reference as an exhibit
hereto. Following the description of such exhibit is a reference to the
copy of the exhibit heretofore filed separately with the Securities and
Exchange Commission, to which there has been no amendment or change.
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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, thereunto duly authorized.
NUWAVE TECHNOLOGIES, INC.
(Registrant)
Date: May 27, 1999 By: /s/ Gerald Zarin
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Gerald Zarin
Chairman of the Board, President
and Chief Executive Officer
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