FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Sickbay.com, Inc.
(Exact name of registrant as specified in its charter)
Utah
(State of incorporation or organization)
22-222-3126
(IRS Employer Identification No.)
510 Broadhollow Road, Melville, New York 11747
(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
to be so registered which each class is to be
registered
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Securities Act registration file number to which this form relates:
333-20525 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
(Title of class)
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(Title of class)
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INTRODUCTORY NOTE
On December 29, 1999 Sick-Bay.Com, Inc., a Delaware corporation ("Sick-Bay
Delaware") entered into a Reorganization Agreement (the "Agreement") with Xetal,
Inc., a Utah corporation ("Xetal"). Pursuant to the Agreement, Xetal spun off
all of its prior business operations by a one-for-one restricted stock dividend
of APO Health, Inc. ("APO") to the existing shareholder base of Xetal. Prior to
the spin-off, Xetal, the parent Company, had been inactive and all of the
operations had been maintained in wholly-owned operating subsidiaries. Thus, the
spin-off left the remaining publicly-owned entity without any remaining assets
or business. Pursuant to the Agreement, the shareholders of Xetal also retained
their shares in the Company, while the shareholders of Sick-Bay Delaware
received shares of the Company representing over 95% of the Company's Common
Stock (the "Reorganization"). After the Reorganization, the Company owned the
InterNet medical portal business of Sick-Bay Delaware, changed its name to
Sickbay.com, Inc. ("Sickbay"), and also changed its Cusip number and ticker
symbol ("SKBY").
Subsequent thereto, the management of Sickbay became aware that on November
16, 1998, a Registration Statement on Form SB-2 (the "1998 Registration
Statement")filed by Xetal was declared effective by the Securities and Exchange
Commission. At the time of the filing, Xetal was a publicly-owned, Bulletin
Board listed, non-reporting company. All of the operations of Xetal were
conducted through subsidiary companies. The Registration Statement related to a
proposed underwritten public offering of additional Common Stock of Xetal. The
public offering was not consummated. No securities were sold by the Registrant
pursuant thereto or otherwise. The Registrant did not previously hereto file a
Form 8-A or otherwise commence its filing of periodic and other reports under
the Securities Exchange Act of 1934. However, since the 1998 Xetal Registration
Statement was not properly withdrawn, the Company may be deemed to have been
required to file periodic and other reports under the Securities Exchange Act of
1934 since November of 1998. Accordingly, new management of the Registrant
requested and received the cooperation of the former management and current
auditors of the Registrant in preparing and filing the Company's 10QSB's for the
periods ended 12/31/98, 3/31/99 and 6/30/99, as well as a 10-K for the year
ended 9/30/99. Those filings have been made as of or concurrent with the date
hereof.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant is a Utah corporation; Article IV of the Corporation's
Articles of Incorporation, as amended, authorizes the issuance of:
CLASS Number of Shares Par Value
Common 50,000,000 $.001
Preferred 2,000,000 $.01
The Preferred Stock and the Common Stock may be issued in such classes or
series, and may have such voting powers, full or limited, or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights, and qualifications, or restrictions thereof, as shall be
stated and expressed in the Articles of Incorporation or of any amendment
thereto, or in the resolution or resolutions providing for the issue of such
stock adopted by the Board of Directors pursuant to the authority which is
expressly vested in it by the provisions hereof. Any of the voting powers,
designations, preferences, rights and qualifications, limitations or
restrictions of any such class or series of stock may be made dependent upon
facts ascertainable outside these Articles of Incorporation or of any amendment
thereto, or outside the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors pursuant to the authority which is
expressly vested in it by the provisions hereof, provided that the manner in
which such facts shall operate upon the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of such
class or series of stock is clearly and expressly set forth in these Articles of
Incorporation or in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors. Notwithstanding the foregoing,
each share of Common Stock shall be entitled to one vote on all matters
requiring approval by the holders of the Company's Common Stock. The power to
increase or decrease or otherwise adjust the capital stock as provided in the
Revised Utah Business Corporation Act shall apply to all or any such classes of
stock.
Fully paid stock of this Corporation shall not be liable to any further
call or assessment. All shares of stock shall be voted together on all matters
except those pertaining to the rights of particular classes of stock. The rights
of any class of stock may not be changed without the consent of a majority of
the shares entitled to vote on such a change.
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ITEM 2. EXHIBITS
3.1 Certificate of Incorporation as amended through November 16, 1998. (1)
3.2 Bylaws, as amended to date. (1)
3.3 Articles of Amendment to Certificate of Incorporation 12/8/99. (2)
3.4 Certificate of Correction to Certificate of Incorporation 12/22/99. (2)
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.
(Registrant) Sickbay.com, Inc. (formerly Xetal, Inc.)
Date March 14, 2000
By Mark Basile, Chairman of the Board
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2 (No. 333-20525), which became effective on November 16, 1998.
(2) Being filed herewith.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
XETAL, INC.
THE UNDERSIGNED certify that:
1. They are the President and the Secretary, respectively, of XETAL, INC.,
a Utah corporation (the "Corporation").
2. Article IV of this Corporation's Articles of Incorporation is amended
and, as amended, reads as follows:
'ARTICLE IV - STOCK. The Corporation shall be authorized to issue the
following shares:
CLASS Number of Shares Par Value
Common 50,000,000 $.001
Preferred 2,000,000 $.01
The Preferred Stock and the Common Stock may be issued in such classes
or series, and may have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating,
optional or other special rights, and qualifications, or restrictions
thereof, as shall be stated and expressed in the Articles of Incorporation
or of any amendment thereto, or in the resolution or resolutions providing
for the issue of such stock adopted by the Board of Directors pursuant to
the authority which is expressly vested in it by the provisions hereof. Any
of the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of any such class or series of stock may be
made dependent upon facts ascertainable outside these Articles of
Incorporation or of any amendment thereto, or outside the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors pursuant to the authority which is expressly vested in it by the
provisions hereof, provided that the manner in which such facts shall
operate upon the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of such class or series of
stock is clearly and expressly set forth in these Articles of Incorporation
or in the resolution or resolutions providing for the issue of such stock
adopted by the
<PAGE>
Board of Directors. Notwithstanding the foregoing, each share of Common
Stock shall be entitled to one vote on all matters requiring approval by
the holders of the Company's Common Stock. The power to increase or
decrease or otherwise adjust the capital stock as provided in the Revised
Utah Business Corporation Act shall apply to all or any such classes of
stock.
Fully paid stock of this Corporation shall not be liable to any
further call or assessment. All shares of stock shall be voted together on
all matters except those pertaining to the rights of particular classes of
stock. The rights of any class of stock may not be changed without the
consent of a majority of the shares entitled to vote on such a change."
3. The Corporation's issued and outstanding shares of Common Stock as of
December 6, 1999 are reverse split on a one-for-two basis. As a result, each two
shares of Common Stock outstanding prior to the reverse split will become one
share after the reverse split; all fractional shares are rounded up to the next
whole share.
4. The amendment described in paragraph "2" above was adopted by the
Corporation's stockholders at a Special Meeting of Stockholders on November 15,
1999.
5. The number of shares issued and outstanding and eligible to vote on the
amendment described in paragraph "2" above on October 30, 1998, the record date,
was 827,013 shares of Common Stock.
6. Stockholders owning 610,000 shares of Common Stock voted in favor of the
amendment described in paragraph "2" above.
7. Stockholders owning 600,000 shares of Common Stock which constitutes
more than fifty (50%) per cent of all of the issued and outstanding shares of
stock eligible to vote at a meeting as of the date hereof, have approved the
action set forth in paragraph "3" above, as evidenced by the signatures of said
shareholders appended hereto.
8. The shares which were voted in favor of all amendments represent a
majority of the issued and outstanding shares of every class of the
Corporation's stock entitled to vote on each of the amendments.
XETAL, INC.
Dated: December 8, 1999 /s/ Peter Steil
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PETER STEIL, President
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Dated: December 8, 1999 /s/ Jan Stahl
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JAN STAHL, Secretary
SHAREHOLDERS' CONSENT
The undersigned, being shareholders of the Corporation owning the number of
shares as indicated, which shares constitute a majority of the issued and
outstanding shares of the Corporation's capital stock entitled to vote, and in
accordance with Section 16-10a-704 of the Revised Utah Business Corporation Act
as amended effective July 1, 1992, hereby consents to the amendment to the
Corporation's Articles of Incorporation as appears herein above.
Dated: December 8, 1999 /s/ Peter Steil
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PETER STEIL (275,000 shares)
Dated: December 8, 1999 /s/ Jan Stahl
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JAN STAHL (300,000 shares)
STATE OF NEW YORK )
COUNTY OF NASSAU ) ss.:
On the 8th day of December, in the year nineteen hundred ninety-nine,
before me, the undersigned, a Notary Public in and for the said State,
personally appeared Peter Steil, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is(are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.
/s/ Allan L. Pullin
---------------------------
Notary Public
Allan L. Pullin
Notary Public, State of New York
No. 30-3412416
Qualified in Nassau County
Commission Expires August 31, 2000
STATE OF NEW YORK )
COUNTY OF NASSAU ) ss.:
On the 8th day of December, in the year nineteen hundred ninety-nine,
before me, the undersigned, a Notary Public in and for
<PAGE>
the said State, personally appeared Dr. Jan Stahl, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is(are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.
/s/ Allan L. Pullin
----------------------------
Notary Public
Allan L. Pullin
Notary Public, State of New York
No. 30-3412416
Qualified in Nassau County
Commission Expires August 31, 2000
CERTIFICATE OF CORRECTION
TO THE
ARTICLES OF INCORPORATION
OF
XETAL, INC.
1. The undersigned certifies that he is the Chairman of the Board of
Directors of Xetal, Inc., a Utah corporation, and that this document is executed
by him as Chairman, in accordance with Section 16-10(a)-120(6)(a) of the Utah
Revised Business Corporation Act.
2. The undersigned certifies that on December 10, 1999, Articles of
Amendment to the Articles of Incorporation of Xetal, Inc. were duly filed with
the State of Utah Department of Commerce.
3. That the Articles of Amendment, a copy of which is attached, improperly
provided in paragraph "3" thereof for a one-for-two reverse stock split.
4. The Articles of Amendment filed on December 10, 1999 are hereby amended
by deleting paragraph "3" thereof. In all other respects, the said Articles of
Amendment remain in full force and effect.
Dated: December 22, 1999
/s/Jan Stahl
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Jan Stahl
Chairman, Board of Directors
STATE OF NEW YORK )
COUNTY OF NASSAU ) ss.:
On the 22nd day of December, in the year nineteen hundred ninety-nine,
before me, the undersigned, a Notary Public in and for the said State,
personally appeared Jan Stahl, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is(are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.
/s/ ALLAN L. PULLIN
--------------------------------------
Notary Public
Allan L. Pullin
Notary Public, State of New York
No. 30-3412416
Qualified in Nassau County
Commission Expires August 31, 2000
