Exchange Act File No.
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NAVIDEC, INC.
(Exact name of registrant as specified in its charter)
Colorado 33-0502730
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
14 Inverness Drive, Bldg. F, Suite 116, Englewood, Colorado 80112
(Address of principal executive offices) Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each
exchange on
Title of each class which each class is
to be so registered: to be registered:
None. None.
Securities to be registered pursuant to Section 12(g) of the Act:
(1) Common Stock, No Par Value
(2) Common Stock Purchase Warrants
Item 1. Description of Registrant's Securities to be Registered.
a. Capital Stock.
Common Stock.
The Company is authorized to issue 20,000,000 shares of
Common Stock, no par value. Holders of Common Stock are entitled
to dividends when, as and if declared by the Board of Directors
out of funds available therefor, subject to any priority as to
dividends for any preferred stock that may be outstanding.
Holders of Common Stock are entitled to cast one vote for each
share held at all stockholder meetings for all purposes including
the election of directors. Cumulative voting for the election of
directors is not permitted. The holders of a majority of the
Common Stock issued and outstanding and entitled to vote, in
person or by proxy, constitute a quorum at meetings of
stockholders and the vote of the holders of a majority of Common
Stock present at such a meeting will decide any question brought
before such meeting, except for certain actions such as
amendments to the Company's Articles of Incorporation, mergers or
dissolutions, all of which require the vote of the holders of a
majority of the outstanding Common Stock. Upon liquidation or
dissolution, the holder of each outstanding share of Common Stock
will be entitled to share ratably in the net assets of the
Company legally available for distribution to such stockholder
after the payment of all debts and other liabilities and after
distributions to preferred stockholders, if any, legally entitled
thereto. No holder of Common Stock has any preemptive or
preferential rights to purchase or subscribe for any part of any
unissued or any additional authorized stock or any securities of
the Company convertible into shares of its stock, nor does any
holder of Common Stock have redemption or conversion rights. The
outstanding shares of Common Stock are, and the Common Stock are,
and the Common Stock offered hereby will be when issued and paid,
fully paid and nonassessable.
b. Warrants and Rights.
Common Stock Purchase Warrants.
Each Warrant entitles the holder to purchase one share of
Common Stock at an exercise price equal to 120% of the initial
offering price of the Unit, subject to adjustment, for a period
of five years commencing from the date of the Company Prospectus.
No holder of Warrants, as such, will be entitled to vote or
receive dividends or be deemed the holder of shares of Common
Stock for any purpose whatsoever until such Warrants have been
duly exercised and the purchase price has been paid in full.
Each warrant will be redeemable by the Company for $.05 per
Warrant at any time commencing one year after the effective date
of its Prospectus ("Effective Date") (which period may be reduced
or waived by the Company or Representative in its sole
discretion), upon thirty days' prior written notice, at any time
when the closing price per share of Common Stock for twenty
consecutive trading days within the thirty-day period prior to
the date notice of redemption is given equals or exceeds 140% of
the initial public offering price of the Unit and at such time
there is a current effective registration statement covering the
shares of Common Stock underlying the Warrants. In the event the
Company gives notice of its intention to redeem, a holder may
exercise his Warrants within the period set forth in the notice
of redemption or they will be redeemed upon payment of the
redemption price. The Warrants will be entitled to the benefit
of adjustments in the exercise price and in the number of shares
of Common Stock delivered upon the exercise thereof upon the
occurrence of certain events, such as stock dividends, stock
splits, recapitalizations, consolidations or mergers.
The Warrants will be exercisable only when there is a
current effective registration statement covering the shares of
Common Stock underlying the Warrants. If the Company does not or
is unable to maintain a current effective registration statement,
the Warrant holders will be unable to exercise the Warrants and
the Warrants may become valueless. Because the Warrants may be
transferred, it is possible that the Warrants may be acquired by
persons residing in states where the Company has not registered
them, or is not exempt from registration, such that the shares of
Common Stock underlying the Warrants may not be sold or
transferred upon exercise of the Warrants. Warrant holders
residing in those states would have no choice but to attempt to
sell their Warrants or let them expire unexercised.
Holders of the Warrants may be able to sell the Warrants if
a market develops rather than exercise them.
Each Warrant will be exercisable by surrendering the Warrant
certificate, with the formal subscription form on the reverse
side of the Warrant certificate properly completed and executed,
together with payment of the exercise price to the Warrant Agent.
Prior to their expiration or redemption by the Company, the
Warrants will be exercisable from time to time in whole or in
part. If less than all of the Warrants evidenced by a Warrant
certificate are exercised, a new Warrant certificate will be
issued for the remaining number of Warrants.
Item 2. Exhibits.
1. Copies of the latest registration statement filed pursuant
to Section 12(b) or (g) of the Act.
Incorporated by reference to the SB-2 Registration Statement
Amendment No. 2 filed with the Securities and Exchange Commission
dated December 2, 1996.
2. Copies of all current, quarterly or semi-annual reports
filed pursuant to Section 13 or 15(d).
None.
3. Copies of the latest definitive proxy statement or
information statement filed with Commission.
None.
4. Copies of charter and bylaws.
Incorporated by reference to the SB-2 Registration Statement
Exhibits 3.1, 3.2 filed with the Securities and Exchange
Commission dated October 18, 1996 (File No. 33-14497).
5. Specimens or copies of each security to be registered
hereunder.
Incorporated by reference to the SB-2 Registration Statement
Exhibit 4.2 filed with the Securities and Exchange Commission
dated October 18, 1996 (File No. 33-14497).
Incorporated by reference to the SB-2 Registration Statement
Amendment No. 2 Exhibit 4.1, filed with the Securities and
Exchange Commission dated December 2, 1996 (File No. 33-14497).
6. Copies of last annual report submitted to stockholders by
the registrant or its predecessors.
None.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 8-
A Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
REGISTRANT
NAVIDEC, INC.
Dated: January 28, 1997 By: /s/ Ralph Armijo
Ralph Armijo
President and Chief Executive
Officer
