<PAGE>
UNITED STATES
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
InnoPet Brands Corp.
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 65-0639984
------------------------ -------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
One East Broward Blvd.
Suite 1100
Fort Lauderdale, Florida 33301
- - --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
-----------------------------------
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. / /
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
Unit, Each Unit consisting of 1 share of Common Stock and
1 Redeemable Common Stock Purchase Warrant
------------------------------------------
(Title of Class)
Common Stock, $0.01 par value
------------------------------------------
(Title of Class)
Redeemable Common Stock Purchase Warrants
------------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
- - ------- -------------------------------------------------------
The information in Registrant's preliminary prospectus filed with the
Commission on September 19, 1996, as part of the Registrant's Form SB-2
Registration Statement under the Securities Act of 1933, Number 333-12275, and
all amendments thereto, ("Registrant's Form SB-2"), contained under "Description
of Securities" (pages 33 through 34), is incorporated by reference in response
to this item. A copy of the relevant portion of said information is attached
hereto as Exhibit 1.
Item 2. Exhibits
- - ------- --------
Exhibit No. Description
- - ----------- -----------
1 Pages 33-34 from the Registrant's Form SB-2.
2 Registrant hereby incorporates by reference the Certificate of
Incorporation of the Registrant, as amended, filed as Exhibit
3.1 to the Registrant's Form SB-2.
3 Registrant hereby incorporates by reference the Bylaws of the
Registrant, filed as Exhibit 3.2 to the Registrant's Form SB-2.
4 Registrant hereby incorporates by reference the Specimen of
Registrant's Form of Redeemable Warrant Certificate, filed as
Exhibit 4.1 to the Registrant's Form SB-2.
5 Registrant hereby incorporates by reference the Specimen of
Registrant's Certificate of Share of Common Stock, filed as
Exhibit 4.3 to the Registrant's Form SB-2.
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.
Dated: October 21, 1996
InnoPet Brands Corp.
By: /s/ Marc Duke
----------------------------------
Name: Marc Duke
Title: Chief Executive Officer
2
<PAGE>
DESCRIPTION OF THE COMPANY'S SECURITIES
The authorized capital stock of the Company consists of 25,000,000
shares of Common Stock and 5,000,000 shares of Preferred Stock.
Units
Upon consummation of this Offering, the Company will have outstanding
2,250,000 Units, each Unit consisting of one share of Common Stock, $.01 par
value, and one Redeemable Warrant. The Common Stock and Redeemable Warrants may
only be purchased as United in the Offering, but are immediately detachable and
separately tradeable. The Company and the Underwriter may jointly determine,
based upon market conditions, to delist the Units upon the expiration of the 30
day period commencing on the date of this Prospectus.
Common Stock
The Company's authorized common stock consists of 25,000,000 shares of
Common Stock. As of August 30, 1996, there were issued and outstanding 1,878,378
shares of Common Stock of the Company. The holders of Common Stock are entitled
to one vote for each share held of record on all matters submitted to a vote of
shareholders. Subject to preferences that may be applicable to outstanding
shares of Preferred Stock, if any, the holders of Common Stock are entitled to
receive ratably such dividends as may be declared by the Company's Board of
Directors out of funds legally available therefor. Holders of Common Stock have
no preemptive, subscription or redemption rights, and there are no conversion or
similar rights with respect to such shares. The outstanding shares of Common
Stock are fully paid and nonassessable. The holders of Common Stock are entitled
to one vote per share on all matters to be voted upon by the shareholders.
Preferred Stock
The Company is authorized to issue up to 5,000,000 shares of
undesignated Preferred Stock. The Board of Directors has the authority to issue
the undesignated Preferred Stock in one or more series and to fix the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued shares of undesignated Preferred Stock, as well as to fix the number of
shares constituting any series and the designation of such series, without any
further vote or action by the shareholders. The Board of Directors, without
shareholder approval, may issue Preferred Stock with voting and conversion
rights which could materially adversely affect the voting power of the holders
of Common Stock. The issuance of Preferred Stock could also decrease the amount
of earnings and assets available for distribution to holders of Common Stock. In
addition, the issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company. At present, the
Company has no plans to issue any shares of Preferred Stock. See "Risk Factors
- - -- Possible Adverse Effects of Authorized Preferred Stock."
Redeemable Warrants
Each Redeemable Warrant entitles the registered holder thereof to
purchase one share of Common Stock at a price of $______ [150% of the initial
public offering per Unit] per share, subject to adjustment, commencing
immediately. The Redeemable Warrants expire on ______________ __, 2001 [60
months from the date of this Prospectus]. The Redeemable Warrants will be
subject to redemption, subject to the prior written consent of the Underwriter,
at a price of $.05 per Redeemable Warrant commencing ____________, 1997 [12
months from the date of this Prospectus] on 30 days' written notice provided the
average closing bid price of the Common Stock as reported by Nasdaq (or the last
sale price if listed on a national securities exchange), equals or exceeds 150%
of the warrant exercise price per share for any 20 trading days within a period
of 30 consecutive trading days ending on the fifth trading day prior to the date
of the notice of redemption. The holder of a Redeemable Warrant will lose his
right to purchase if such right is not exercised prior to redemption by the
Company on the date for redemption specified in the Company's notice of
redemption or any later date specified in a subsequent notice. Notice of
redemption by the Company shall be given by first class mail to the holders of
the Redeemable Warrants at their addresses set forth in the Company's records.
<PAGE>
The exercise price of the Redeemable Warrants and the number and kind
of shares of Common Stock or other securities and property to be obtained upon
exercise of the Redeemable Warrants are subject to adjustment in certain
circumstances including a stock split of, or stock dividend on, or a
subdivision, combination or recapitalization of, the Common Stock. Additionally,
an adjustment would be made upon the sale of all or substantially all of the
assets of the Company so as to enable Redeemable Warrant holders to purchase the
kind and number of shares of stock or other securities or property (including
cash) receivable in such event by a holder of the number of shares of Common
Stock that might otherwise have been purchased upon exercise of such Redeemable
Warrant. No adjustment for previously paid cash dividends, if any, will be made
upon exercise of the Redeemable Warrants.
The Redeemable Warrants do not confer upon the holder any voting or any
other rights of a stockholder of the Company. Upon notice to the Redeemable
Warrant holders, the Company has the right to reduce the exercise price or
extend the expiration date of the Redeemable Warrants.
Transfer Agent, Warrant Agent and Registrar
The Company's Transfer Agent, Warrant Agent and Registrar is
Continental Stock Transfer & Trust Company, 2 Broadway, New York, NY 10004.
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this Offering, there has been no public market for the Units,
the Common Stock or the Redeemable Warrants. No prediction can be made of the
effect, if any, that future market sales of the Common Stock, the Redeemable
Warrants or the availability of such shares or warrants for sale will have on
the prevailing market price of the Securities following this Offering.
Nevertheless, sales of substantial amounts of such shares or warrants in the
open market following this Offering could adversely affect the prevailing market
price of the Units, Common Stock or Redeemable Warrants.
Upon completion of this Offering, the Company will have 4,128,378
shares of Common Stock outstanding. All of the 2,250,000 shares of Common Stock
and 2,250,000 Redeemable Warrants included in the Units sold in this Offering
will be freely tradeable without restriction or further registration under the
Securities Act unless held by "affiliates" of the Company as that term is
defined in Rule 144 under the Securities Act. In addition, 1,000,000 Redeemable
Warrants, held by the Selling Securityholders, and 1,000,000 shares of Common
Stock underlying such warrants, are being registered on this Offering, but
cannot be sold without the consent of the Underwriter as described below. The
remaining 1,878,378 shares may be deemed "restricted securities," and may not be
sold except in compliance with Rule 144 under the Securities Act. Rule 144, in
essence, provides that a person holding restricted securities for a period of
two years may publicly sell in brokerage transactions at an amount equal to one
percent of the Company's outstanding Common Stock every three months or, if
greater, a percentage of the shares publicly traded during a designated period.
Of such 1,878,378 shares, 100 shares will be eligible for sale under Rule 144
beginning in January, 1998, 1,182,332 shares will be eligible for sale under
Rule 144 beginning in March, 1998; and 43,497 shares will be eligible for sale
under Rule 144 beginning in June, 1998. The remaining 652,449 shares were
purchased by employees by notes and at this time it is not possible to state
when such shares will be eligible for sale under Rule 144 other than the
earliest they might be eligible for sale under Rule 144 is September, 1998 if
the notes were to be satisfied in September, 1996.
Each of the Company's officers and directors and all stockholders and
Selling Securityholders have agreed that for a period of 18 months from the date
of this Prospectus they will not sell any of the Company's securities without
the prior written consent of the Underwriter. They have further agreed that any
sales of the Company's securities owned by them will be executed through the
Underwriter for a 24 month period from the date hereof.
