E NET INC
8-A12G/A, 1997-02-13
COMPUTER PROGRAMMING SERVICES
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                                                                File No.
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                AMENDMENT NO. 1
                                       TO
                                    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
 
                                  e-NET, INC.
             (Exact name of registrant as specified in its charter)
 
               DELAWARE                                52-1929282
       (State of incorporation                      (I.R.S. employer
           or organization)                       identification no.)
 
  12800 MIDDLEBROOK ROAD, SUITE 200
         GERMANTOWN, MARYLAND                            20874
   (Address of principal executive                     (Zip code)
               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
 
            Not applicable                           Not applicable
 
          Securities registered pursuant to Section 12(g) of the Act:
 
                                 TITLE OF CLASS
                          Common Stock, $.01 par value
                                    Warrants
 
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                                  e-NET, INC.
 
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference  is  made to  the description  of the  terms of  the Common  Stock and
Warrants prepared in compliance  with Item 202 of  Regulation S-K, as set  forth
beneath  the caption "Description of Securities,"  pages 45-47, included as part
of Amendment No. 13 to Form SB-2 Registration Statement, and related Prospectus,
Registration No. 333-3860, as filed with the Securities and Exchange Commission,
Washington, D.C.  20549,  on  February  11,  1997,  which  are  incorporated  by
reference.
 
ITEM 2.  EXHIBITS.
 
    Reference  is made to the description of the Exhibits prepared in compliance
with Item 601  of Regulation  S-K, as set  forth under  the caption  "Exhibits,"
included  as part of Amendment  No. 13 to Form  SB-2 Registration Statement, and
related Prospectus, Registration No. 333-3860, as filed with the Securities  and
Exchange  Commission, Washington,  D.C. 20549  on February  11, 1997,  which are
incorporated by reference.
 
    The description of the Exhibits are as follows:
 
 1.0     Form of Underwriting Agreement.
 1.1     Agreement Among Underwriters.
 1.2     Selected Dealers Agreement.
 3.0     Certificate of Incorporation, filed January 9, 1995.
 3.1     By-laws, as amended.
 4.0     Specimen Copy of Common Stock Certificate.
 4.1     Form of Warrant Certificate.
 4.2     Form of Representative's Warrant Agreement.
 4.3     Form of Warrant Agreement.
 5.0     Opinion of Thomas T. Prousalis, Jr., Esq. for Registrant.
10.0     Employment Agreement, Robert A. Veschi.
10.1     United States Patent, Notice of Allowance, dated January 23, 1996.
10.2     Assignment of Patent Rights, dated March 22, 1996.
10.3     Sprint Agreement, dated March 1, 1996.
10.4     Financial Advisory Agreement.
10.5     Merger and Acquisition Agreement.
11.0     Computation of Per Share Loss.
24.0     Consent of Thomas T. Prousalis, Jr., Esq. is contained on page II-7 of
         the Registration Statement.
24.1     Consent of Grant Thornton LLP is contained on page II-8 of the
         Registration Statement.
25.0     Power of Attorney appointing Robert A. Veschi is contained on page
         II-6 of the Registration Statement.
 
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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.
 
                                          e-NET, INC.
 
Date: February 11, 1997                   By: ROBERT A. VESCHI
                                          --------------------------------------
                                             Robert A. Veschi
                                             President
 
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