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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
ETINUUM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 84-1334615
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(State of Incorporation or organization) (IRS employer identification No.)
5619 DTC Parkway, 12th Floor, Englewood, Colorado 80111
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(Address of principal executive offices) (zip code)
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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form
relates:
333-94755
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(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $0.0001 par value per share
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
This registration statement relates to the registration with the Securities
and Exchange Commission of shares of common stock, $0.0001 par value per share
(the "Common Stock"), of Etinuum, Inc., a Delaware corporation (the
"Registrant"). The description of the Common Stock to be registered hereunder,
including provisions affecting a change in control, is set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement filed on Form S-1 with the Securities and Exchange Commission on
January 14, 2000 (Registration No. 333-94755), as amended ("Registration
Statement") (including after the date hereof pursuant to Rule 424(b) under the
Securities Act of 1933), and such information is incorporated hereby by
reference.
Item 2. Exhibits.
1. Specimen of Certificate representing Registrant's Common Stock,
incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement.
2. Revised Amended and Restated Certificate of Incorporation,
incorporated by reference to Exhibit 3.2.1 to the Registrant's
Registration Statement.
3. Amended and Restated Bylaws, incorporated by reference to Exhibit
3.4 to the Registrant's Registration Statement.
4. Amended and Restated Shareholders' and Voting Agreement dated as of
January 14, 2000, incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement.
5. Amended and Restated Registration Rights between the Registrant,
the former Acorn shareholders and Prospero L.L.C. dated March 20,
2000, incorporated by reference to Exhibit 4.3.2 to the
Registrant's Registration Statement.
6. Amended and Restated Share Purchase Agreement between Registrant,
Acorn Information Services, Inc. and the shareholders of Acorn
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Information Services, Inc. dated March 20, 2000, incorporated by
reference to Exhibit 2.1 to the Registrant's Registration
Statement.
7. Amended and Restated Registration Rights Agreement between the
Registrant, the former Acorn shareholders and Prospero L.L.C.,
dated March 20, 2000, incorporated by reference to Exhibit 4.3.2 to
the Registrant's Registration Statement.
8. Series A Purchase Agreement between the Registrant and Resource
Bancshares Corporation dated August 2, 1996, incorporated by
reference to Exhibit 4.4 to the Registrant's Registration
Statement.
9. Series B Purchase Agreement between the Registrant and The Beacon
Group III-Focus Value Fund, L.P., Squam Lake Investors II, L.P. and
Bain & Company dated as of February 3, 1997, incorporated by
reference to Exhibit 4.5 to the Registrant's Registration
Statement.
10. Amendment to Series B Purchase Agreement between the Registrant and
The Beacon Group III-Focus Value Fund, L.P., Squam Lake Investors
II, L.P. and Bain & Company, incorporated by reference to Exhibit
4.5.1 to the Registrant's Registration Statement.
11. Series C Purchase Agreement between the Registrant and The Beacon
Group III-Focus Value Fund, L.P. dated December 22, 1997,
incorporated by reference to Exhibit 4.6 to the Registrant's
Registration Statement.
12. Amendment to Series C Purchase Agreement between the Registrant and
The Beacon Group III-Focus Value Fund, L.P., incorporated by
reference to Exhibit 4.6.1 to the Registrant's Registration
Statement.
13. Series D Purchase Agreement by and among the Registrant, Conning
Capital Limited Partnership V, The Beacon Group III-Focus Value
Fund, L.P. and Certain Other Investors dated as of May 7, 1998,
incorporated by reference to Exhibit 4.7 to the Registrant's
Registration Statement.
14. Amendment to Series D Purchase Agreement between the Registrant,
Conning Capital Limited Partnership V, The Beacon Group III-Focus
Value Fund, L.P. and Certain Other Investors, incorporated by
reference to Exhibit 4.7.1 to the Registrant's Registration
Statement.
15. Series E Preferred Stock Purchase Agreement by and among the
Registrant and U.S. Information Technology Financing, L.P.,
Encompass Group, Inc., Trans Cosmos USA, Inc. and Certain Other
Parties dated as
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of April 16, 1999, incorporated by reference to Exhibit 4.8 to the
Registrant's Registration Statement.
16. Amendment to Series E Preferred Stock Purchase Agreement by and
among the Registrant and U.S. Information Technology Financing,
L.P., Encompass Group, Inc., Trans Cosmos USA, Inc. and Certain
Other Parties, incorporated by reference to Exhibit 4.8.1 to the
Registrant's Registration Statement.
17. Series F Preferred Stock Purchase Agreement by and among the
Registrant and BVCF IV, L.P. and Certain Other Parties dated as of
November 19, 1999, incorporated by reference to Exhibit 4.9 to the
Registrant's Registration Statement.
18. Amendment to Series F Preferred Stock Purchase Agreement by and
among the Registrant and BVCF IV, L.P. and Certain Other Parties,
incorporated by reference to Exhibit 4.9.1 to the Registrant's
Registration Statement.
19. Amended and Restated Registration Rights Agreement dated January
14, 2000, incorporated by reference to Exhibit 4.10 to the
Registrant's Registration Statement.
20. Letter Agreement by certain stockholders of the Registrant dated
January 14, 2000, incorporated by reference to Exhibit 4.11 to the
Registrant's 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.
ETINUUM, INC.
Dated: March 20, 2000 By: /s/ Timothy C. O'Crowley
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Timothy C. O'Crowley, President
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