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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE TRANSLATION GROUP, LTD.
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(Exact name of registrant as specified in its charter)
Delaware 22-3382869
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(Jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
7703 Maple Avenue, Pennsauken, New Jersey
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(Address of principal executive offices)
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:
_______________________ (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Redeemable Common Stock Purchase Warrants
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Redeemable Common Stock Purchase Warrants (the
"Warrants") is incorporated by reference herein from a Registration Statement on
Form SB-2 filed July 25, 1996 (Registration No. 333-8857), with the following
change:
The expiration date of the Warrants is extended from December 2, 1999
to July 2, 2000.
Item 2. Exhibits.
Copies of instruments defining the rights of the holders of the
Warrants are incorporated by reference herein from a Registration Statement on
Form SB-2 filed July 25, 1996 (Registration No. 333-8857). In addition, the
Registration Statement is hereby amended to include the following exhibit,
extending the expiration date of the Warrants: First Amendment to Common Stock
Purchase Warrant Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
THE TRANSLATION GROUP, LTD.
Date: November 22, 1999 By: /s/ Charles D. Cascio
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Charles D. Cascio
President
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EXHIBIT
First Amendment to
Common Stock Purchase Warrant Agreement
THIS FIRST AMENDMENT TO THE COMMON STOCK PURCHASE WARRANT
AGREEMENT is dated as of the 22nd day of November, 1999 by and among The
Translation Group, Ltd., a Delaware corporation (the "Company"), Werbel-Roth
Securities, Inc. (the "Underwriter") and American Stock Transfer & Trust
Company, as warrant agent (the "Warrant Agent").
WITNESSETH:
WHEREAS, the Company, Underwriter and Warrant Agent are
parties to a Common Stock Purchase Warrant Agreement dated as of
December, 1996 (the "Agreement"); and
WHEREAS, the Company, Underwriter and Warrant Agent desire to
amend the Agreement to revise the warrant expiration date provisions as
described herein.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree that the Agreement shall be amended so that the
definition of "Warrant Expiration Date" contained in Section 1(c) of
the Agreement shall be revised to read in its entirety as follows:
"'Warrant Expiration Date' shall mean 5:00 p.m. (New
York City time) on July 2, 2000, or if such a date
shall in the State of New York be a holiday or a day
on which banks are authorized to close, then 5:00
p.m. (New York City time) on the next following day
which in the State of New York is not a holiday on
which banks are authorized to close. Unless
exercised during the Warrant Exercise Period, the
Warrants will automatically expire. The Warrants may
be called for redemption and the expiration date
therefor accelerated, on the terms and conditions
set forth in sections 4(b) and 4(c) of this
Agreement. If so called for redemption, Warrant
Certificate holders shall have a period of at least
thirty (30) days after the date of the call notice
within which to exercise the Warrants. However,
Warrant Certificate holders will receive the
redemption price only if such certificates are
surrendered to the Corporate Office (defined below)
within the redemption period."
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IN WITNESS WHEREOF, each of the parties hereto have executed
this Amendment or caused this Amendment to be duly executed on its behalf by its
officer thereunto duly authorized, as of the day and year first above written.
THE TRANSLATION GROUP, LTD.
By: /s/ Charles D. Cascio
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Charles D. Cascio
President
WERBEL-ROTH SECURITIES, INC.
By: /s/ Howard Roth
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Howard Roth
President
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Herbert J. Lemmer
Vice President
