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 of 1934
NUWAVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-3387630
(State of incorporation or organization) (I.R.S. Employer Identification No.)
ONE PASSAIC AVENUE
FAIRFIELD, NEW JERSEY 07004
(Address of principal executive offices, including zip code)
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: 333-41958.
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 so registered
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS B COMMON STOCK PURCHASE WARRANTS
The Commission is respectfully requested to send copies of all notices,
orders and communications to:
Gerald Zarin, President Bruce A. Rich, Esq.
NUWAVE Technologies, Inc. Thelen Reid & Priest LLP
One Passaic Avenue 40 West 57th Street
Fairfield, New Jersey 07004 New York, New York 10019
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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Class B Common Stock Purchase Warrants
The following discussion is a summary of certain terms and provisions of
the Class B Common Stock Purchase Warrants (the "Class B Warrants") contained in
the Warrant Agreement, dated March 10, 2000, 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 B Warrant entitles the holder to purchase one share of the
Company's common stock, par value $.01 per share (the "Common Stock") at any
time until March 14, 2003 at an exercise price of $3.95 (the "Exercise Price"),
subject to adjustment in certain circumstances to prevent dilution. The Class B
Warrants may be exercised in whole or in part, at any time and from time to time
until March 14, 2003 through a cash exercise. Unless exercised, the Class B
Common Stock Purchase Warrants will automatically expire on March 14, 2003.
Under the Warrant Agreement, the Company agreed to use its best efforts to
file a registration statement under the Securities Act, registering the Class B
Warrants and the shares of Common Stock underlying the Class B Warrants, upon
demand, after June 12, 2000, and use its best efforts to have the registration
statement declared effective by the Commission within ninety days thereafter. On
July 21, 2000, the Company filed a registration statement on Form SB-2, file no.
333-41958. The registration statement was declared effective on August 2, 2000
(the "Effective Date"). The Company intends to keep the registration statement
effective until expiration of the Class B Warrants.
The Class B Warrants are subject to redemption by the Company at $.01 per
Class B Warrant at any time commencing 12 months after the Effective Date, or
earlier with the prior written consent of Roan-Meyers Associates, L.P.
("Roan-Meyers"), the placement agent for the March 14, 2000 placement of the
Company's securities (the "Private Placement"), including the Class B Warrants,
on not less than 30 days prior written notice to the holders of the Class B
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
B 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 B
Warrants will be exercisable until the close of business on the day immediately
preceding the date fixed for redemption.
The Class B Warrants were originally issued on March 14, 2000, in
connection with the Private Placement. Roan-Meyers received as part of its
compensation warrants to purchase Class B Warrants.
The warrant agent for the Class B Common Stock Purchase Warrants is
American Stock Transfer & Trust Company, 40 Wall Street, New York, New York.
Item 2. Exhibits.
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Exhibit Description
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1.* Warrant Agreement, dated March 10, 2000, between NUWAVE
Technologies, Inc. and American Stock Transfer & Trust
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Company (incorporated by referenced to Exhibit 10.57 to the
Company's Annual Report on Form 10-KSB, filed with the
Commission on March 30, 2000).
2.* Form of Warrant Certificate (incorporated by reference to
Exhibit 10.58 to the Company's Annual Report on Form 10-KSB,
filed with the Commission on March 30, 2000).
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* Incorporated herein by reference as indicated.
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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.
Dated: September 13, 2000 NUWAVE TECHNOLOGIES, INC.
By: /s/ Gerald Zarin
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Gerald Zarin
Chairman of the Board, President
and Chief Executive Officer
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