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
UNITY FIRST ACQUISITION CORP.
Delaware 13-3899021
(State of Incorporation (IRS Employer Identification Number)
or organization)
245 Fifth Avenue, Suite 1500, New York, New York 10016
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
- ------------------- ------------------------------
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Units, each consisting of one share of Common Stock,
$.0001 par value, one Class A Redeemable Common Stock
Purchase Warrant and one Class B Redeemable Common
Stock Purchase Warrant
(Title of Class)
Common Stock, par value $.0001 per share
(Title of Class)
Class A Redeemable Common Stock Purchase Warrant
(Title of Class)
Class B Redeemable Common Stock Purchase Warrants
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Unity First Acquisition Corp. (the "Registrant") is
authorized to issue 20,000,000 shares of Common Stock, par value
$.0001 per share ("Common Stock"), 1,437,500 Class A Redeemable
Common Stock Purchase Warrants ("Class A Warrants") and
1,437,500 Class B Redeemable Common Stock Purchase Warrants
("Class B Warrants"). A description of Registrant's Common
Stock, Class A Warrants, Class B Warrants and Units, each Unit
consisting of one share of Common Stock, one Class A Warrant and
one Class B Warrant, is set forth under "Description of
Securities" in Registrant's Registration Statement on Form S-1
[File No. 333-11165] (the "Registration Statement") and such
description is incorporated herein by reference.
Item 2. Exhibits.
4.1 Specimen certificate evidencing shares of
Registrant's Common Stock(1)
4.2 Specimen certificate evidencing
Registrant's Class A Warrants(1)
4.3 Specimen certificate evidencing
Registrant's Class B Warrants(1)
4.4 Certificate of Incorporation of Registrant,
as amended(1)
4.5 By-laws of Registrant(1)
4.6 Form of Warrant Agreement between
Registrant and American Stock Transfer &
Trust Company, as warrant agent(1)
4.7 "Description of Securities" on pages 34-36
of Amendment No. 2 to the Registration
Statement
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(1) Heretofore filed as an Exhibit to the Registration
Statement and incorporated herein by reference.
<PAGE>
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.
UNITY FIRST ACQUISITION CORP.
By: /s/Lawrence Burstein
Lawrence Burstein
President
Dated: November 6, 1996
EXHIBIT 4.7
DESCRIPTION OF SECURITIES
General
The Company is authorized to issue 20,000,000 shares of
Common Stock, par value $.0001 per share, and 5,000 shares of
Preferred Stock, par value $.01 per share. As of the date of
this Prospectus, 625,000 shares of Common Stock are
outstanding, held of record by 31 persons. No shares of
Preferred Stock are currently outstanding.
Units
Each Unit consists of one share of Common Stock, one
Class A Warrant and one Class B Warrant, each Warrant
entitling the holder to purchase one share of Common Stock.
The Common Stock and Warrants will not be separately
transferable until 90 days after the date of this Prospectus
unless GKN informs the Company of its decision to allow
earlier separate trading, but in no event will GKN allow
separate trading of the securities comprising the Units until
the preparation of an audited balance sheet of the Company
reflecting receipt by the Company of the proceeds of this
offering.
Common Stock
The holders of Common Stock are entitled to one vote for
each share held of record on all matters to be voted on by
stockholders. There is no cumulative voting with respect to
the election of directors, with the result that the holders of
more than 50% of the shares voted for the election of
directors can elect all of the directors. The holders of
Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally
available therefore. In the event of liquidation, dissolution
or winding up of the Company, the holders of Common Stock
(except for the Affiliated Initial Stockholders who have
agreed to waive their rights and the Non-Affiliated Initial
Stockholders who have agreed to waive certain of their rights
to share in any distribution relating to a liquidation of the
Company due to the failure of the Company to effect a Business
Combination within 18 or 24 months, as the case may be, from
the date of consummation of this offering) are entitled to
share ratably in all assets remaining available for
distribution to them after payment of liabilities and after
provision has been made for each class of stock, if any,
having preference over the Common Stock. Holders of shares of
Common Stock, as such, have no conversion, preemptive or other
subscription rights, and, except as noted below, there are no
redemption provisions applicable to the Common
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Stock. All of the outstanding shares of Common Stock are, and
the shares of Common Stock included in the Units, when issued
and paid for as set forth in this Prospectus, will be, fully paid
and nonassessable.
Preferred Stock
The Company's Certificate of Incorporation authorizes the
issuance of 5,000 shares of a "blank check" preferred stock
(the "Preferred Stock") with such designation, rights and
preferences as may be determined from time to time by the
Board of Directors. Accordingly, the Board of Directors is
empowered, without stockholder approval, to issue Preferred
Stock with dividend, liquidation, conversion, voting or other
rights which could adversely affect the voting power or other
rights of the holders of the Company's Common Stock, although
the Underwriting Agreement prohibits the Company, prior to a
Business Combination, from issuing Preferred Stock which
participates in any manner in the proceeds of the Trust Fund,
or which votes as a class with the Common Stock on a Business
Combination. The Company may issue some or all of such shares
in connection with a Business Combination. In addition, the
Preferred Stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company. Although the
Company does not currently intend to issue any shares of
Preferred Stock, there can be no assurance that the Company
will not do so in the future.
Warrants
Each Class A Warrant entitles the registered holder to
purchase one share of Common Stock of the Company at a price
of $5.50 per share, subject to adjustment in certain
circumstances, at any time commencing on the later of (i) the
consummation of a Business Combination or (ii) one year from
the date of this Prospectus and ending at 5:00 p.m., New York
City time, six years from the date of this Prospectus, at
which time the Class A Warrants will expire. Each Class B
Warrant entitles the registered holder to purchase one share
of the Company's Common Stock at a price of $7.50 per share,
subject to adjustment in certain circumstances, at any time
commencing on the later of (i) the consummation of a Business
Combination or (ii) one year from the date of this Prospectus
and ending at 5:00 p.m., New York City time, six years from
the date of this Prospectus, at which time the Class B
Warrants will expire.
The Company may call the Class A Warrants and the Class
B Warrants for redemption, each as a class, in whole and not
in part, at the option of the Company and with GKN's consent,
at a price of $.05 per Warrant at any time after the Warrants
become exercisable upon not less than 30 days' prior written
notice, provided that the reported closing bid price of the
Common Stock equals or exceeds $8.50 per share, with respect
to the Class A Warrants, and $10.50 per share, with respect
to the Class B Warrants, for the 20 consecutive trading days
ending on the third day prior to the
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notice of redemption to warrantholders. The warrantholders shall
have exercise rights until the close of business on the date
fixed for redemption.
The Warrants will be issued in registered form under a
Warrant Agreement between the Company and American Stock
Transfer & Trust Company, as Warrant Agent. Reference is made
to said Warrant Agreement (which has been filed as an exhibit
to the Registration Statement of which this Prospectus is a
part) for a complete description of the terms and conditions
applicable to the Warrants (the description herein contained
being qualified in its entirety by reference to such Warrant
Agreement).
The exercise price and number of shares of Common Stock
issuable on exercise of the Warrants are subject to
adjustment in certain circumstances including in the event of
a stock dividend, recapitalization, reorganization, merger or
consolidation of the Company. However, the Warrants are not
subject to adjustment for issuances of Common Stock at a price
below their respective exercise prices.
The Company has the right, in its sole discretion, to
decrease the exercise price of the Warrants for a period of
not less than 30 days on not less than 30 days' prior written
notice to the warrantholders. In addition, the Company has the
right, in its sole discretion, to extend the expiration date
of the Warrants on five business days' prior written notice
to the warrantholders.
The Warrants may be exercised upon surrender of the
Warrant Certificate on or prior to the expiration date at the
offices of the Warrant Agent, with the exercise form on the
reverse side of the Warrant Certificate completed and executed
as indicated, accompanied by full payments of the exercise
price (by certified check, payable to the Company) to the
Warrant Agent for the number of Warrants being exercised. The
warrantholders do not have the rights or privileges of holders
of Common Stock.
No Warrants will be exercisable unless at the time of
exercise the Company has filed with the Commission a current
prospectus covering the shares of Common Stock issuable upon
exercise of such Warrants and such shares have been
registered or qualified or deemed to be exempt under the
securities laws of the state of residence of the holder of
such Warrants. The Company will use its best efforts to have
all shares so registered or qualified on or before the
exercise date and has agreed to maintain a current prospectus
relating thereto until the expiration of the Warrants,
subject to the terms of the Warrant Agreement, however, there
is no assurance that it will be able to do so. See "Risk
Factors - Current Prospectus and State Blue Sky Registration
Required in Connection with Exercise of Warrants."
No fractional shares will be issued upon exercise of the
Warrants. However, if a warrantholder exercises all Warrants
then owned of record by him, the Company will pay to such warrantholder,
<PAGE>
in lieu of the issuance of any fractional share which is otherwise
issuable to such warrantholder, an amount in cash based on the
market value of the Common Stock on the last trading day prior
to the exercise date.
Dividends
The Company has not paid any dividends on its Common
Stock to date and does not intend to pay dividends prior to
the consummation of a Business Combination. The payment of
dividends in the future will be contingent upon the Company's
revenues and earnings, if any, capital requirements and
general financial condition subsequent to consummation of a
Business Combination. The payment of any dividends subsequent
to a Business Combination will be within the discretion of the
Company's then Board of Directors. It is the present intention
of the Board of Directors to retain all earnings, if any, for
use in the Company's business operations and, accordingly, the
Board does not anticipate declaring any dividends in the
foreseeable future.
Transfer Agent
The transfer agent for the Company's securities is
American Stock Transfer & Trust Company, 40 Wall Street, New
York, New York 10005.
