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
POWERTRADER, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 98-0163116
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
Suite 591, 885 Dunsmuir Street, Vancouver, British Columbia V6C 1N5
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a concurrent
check the following box. |_| 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(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
(Title of Class)
Warrants expiring in the year 2002
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Common Stock
The holders of Common Stock are entitled to cast one vote for each share of
record on all matters to be voted on by stockholders, including the election of
directors except to the extent voting rights are established for holders of
preferred stock by the Board of Directors. The holders of Common Stock are
entitled to receive dividends when and if declared by the Board of Directors out
of legally available funds. In the event of liquidation, dissolution or winding
up of the affairs of the Company, the holders of the Common Stock are entitled
to share ratably in all remaining assets available for distribution to them
after the payment of liabilities. Holders of shares of Common Stock, as such,
have no conversion, preemptive or other subscription rights, and there are no
redemption provisions applicable to the Common Stock.
All of the outstanding shares of Common Stock are validly issued, fully paid
and non-assessable.
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Warrants
General. Each warrant entitles the holder thereof to purchase one share of
Common Stock at an exercise price equal to $3.50 per share, subject to
adjustment. All Warrants not exercised will expire at 5:00 p.m., New York time,
on the fifth anniversary of the effective date of the Company's Registration
Statement (No. 333-20121). Holders of the Warrants as such will not have any of
the rights or privileges of stockholders of the Company prior to the exercise of
the Warrants.
Exercise. The holder of a Warrant may exercise the Warrant at any time after
issuance by surrender of the Warrant certificate to the American Stock Transfer
and Trust Company (the "Warrant Agent"), with the form of "Election to Purchase"
appearing on the reverse side of the Warrant certificate duly completed and
executed, accompanied by payment by certified or official bank check of the full
exercise price for the number of shares being purchased.
Dilution. The number, price and kind of securities or other property for
which the Warrants are exercisable are subject to adjustment in certain events,
such as mergers, stock splits, stock dividends and recapitalizations.
Item 2. Exhibits.
Exhibit
Number Description
3.1 Restated Certificate of Incorporation of the Registrant, incorporated
by reference to Exhibit 3.1 to Registration Statement(No. 333-20121).
3.2 Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 to
Registration Statement (No.333-20121).
4.1 Form of Subscription Agreement, incorporated by reference to Exhibit
4.1 to Registration Statement (No. 333-20121).
4.2 Escrow Agreement with American Stock Transfer and Trust Company,
incorporated by reference to Exhibit 4.2 to Registration Statement
(No. 333-20121).
4.3 Warrant Agreement with American Stock Transfer and Trust Company,
incorporated by reference to Exhibit 4.3 to Registration Statement
(No. 333-20121).
4.4 Form of Common Stock certificate incorporated by reference to
Exhibit 4.4 to Registration Statement (No. 333-20121).
4.5 Form of Warrant certificate incorporated by reference to
Exhibit 4.5 to Registration Statement (No. 333-20121).
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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.
POWERTRADER, INC.
(Registrant)
Date March 31, 1997 By /s/ Michael C. Withrow
-----------------------------
Michael C. Withrow
Chairman and President
