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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
INTERVU INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0680870
(State of incorporation) (I.R.S. Employer
Identification No.)
201 LOMAS SANTA FE DRIVE 92075
SOLANA BEACH, CALIFORNIA (Zip Code)
(Address of principal
executive offices)
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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None
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Common Stock, par value $.001 per share.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
-----------------------------
Item 1. Description of Registrant's Securities to be Registered.
InterVU Inc., a Delaware corporation (the "Company"), will issue up to
2,567,000 shares of common stock, par value $.001 per share, of the Company (the
"Common Stock") pursuant to a Registration Statement on Form S-1 (No. 333-33521)
under the Securities Act of 1933, as amended (the "Securities Act"), filed with
the Securities and Exchange Commission (the "Commission") on August 13, 1997, as
amended by Amendment No. 1 filed with the Commission on October 24, 1997, and
any prospectus filed in accordance with Rule 424(b) under the Securities Act
(the "Registration Statement"). A description of the Common Stock meeting the
requirements of this item appears at pages 43-45 of the Prospectus in the
Registration Statement and is incorporated herein by reference.
Item 2. Exhibits.
3.1 Restated Certificate of Incorporation and all amendments
thereto.*
3.2 Form of Amended and Restated Certificate of Incorporation.*
3.3 Form of Amended and Restated Bylaws.*
4.1 Form of Common Stock Certificate.
*Previously filed with the Commission and incorporated herein by
reference from the Company's Registration Statement on Form S-1 (File No.
333-33521) filed with the Commission on August 13, 1997, as amended by Amendment
No. 1 filed with the Commission on October 24, 1997.
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 12, 1997
InterVU Inc.
By: /s/ Harry E. Gruber
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Harry E. Gruber
Chief Executive Officer and Chief
Financial Officer
3
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Exhibit 4.1
NUMBER
CS SHARES
COMMON STOCK [LOGO] COMMON STOCK
InterVU
The video delivery company
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 46114R 10 6
This Certifies that
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF
COMMON STOCK, $.001 PAR VALUE PER SHARE, OF
INTERVU INC.
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
shall not be valid until countersigned and registered by the Transfer Agent and
Registrar.
WITNESS the facsimile seal of the Corporation and the signatures of its
duly authorized officers.
Dated:
Countersigned and Registered
NORTHWEST BANK MINNESOTA, N.A.
Transfer Agent and Registrar
By: /s/ L. M. KAUFMAN
--------------------------------
Authorized Signature
/s/ D. MCGEE /s/ HARRY GRUBER
-------------------------------- --------------------------------
Secretary Chairman
[SEAL]
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The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- __________________ Custodian ______________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _______________________________________
in common (State)
UNIF TRF MIN ACT -- ___________________ Custodian (until age __)
(Cust)
____________________ under Uniform Transfers
(Minor)
to Minors Act ______________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED _________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated________________________
X_______________________________________________
X_______________________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
NOTICE: FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed
By___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17AD-15.
