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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PC411, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 95-4463937
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
9800 S. La Cienega Boulevard, Inglewood, CA 90301-4440
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(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange which
to be so registered each class is to be registered
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Redeemable Class A Warrants
Units, each consisting of one Share of Common Stock and one Redeemable
Class A Warrant
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of securities required by this Item is contained in
the Registration Statement of the Registrant on Form SB-2, File No.
333-21545, as amended, (the "Registration Statement"), filed with the
Commission on February 11, 1997, and is incorporated herein by reference to
such filing. See "Description of Securities."
Item 2. Exhibits
The following exhibits required to be filed by this item are either
filed herewith, or, pursuant to Rule 12b-32 of the Act, incorporated herein
by reference to the exhibits filed by the registrant with the Registration
Statement:
(a) Specimen copies of the Common Stock Certificate and Redeemable
Class A Warrant Certificate (Exhibit A hereto).
(b) Copies of all constituent instruments defining the rights of
the holders of the Common Stock:
(i) Form of Restated Certificate of Incorporation (Exhibit
3.1 to the Registration Statement);
(ii) By-Laws (Exhibit 3.2 to the Registration Statement);
(iii) Form of Warrant Agreement (Exhibit 4.4 to the
Registration Statement)
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.
Dated: May 12, 1997
PC 411, Inc.
By: /s/Rogert Lundren
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Robert Lundgren, Vice President,
Chief Financial Officer and Secretary
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Exhibit 99.(a)
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PCPC 411, INC.
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
CUSIP 70453T 10 1
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR
VALUE OF $.01
PER SHARE OF
PC 411, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney, upon surrender of this Certificate, properly
endorsed.
This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
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WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.)
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED OFFICER
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THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER
WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS
OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS
OF SUCH PREFERENCES AND/OR RIGHTS.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM A as tenants in common
TEN ENT A as tenants by the entireties
JT TEN A as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT A Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
to transfer the said shares on the books of the within named Company with full
power of substitution in
the premises.
Dated
THE SIGNATURE TO THE ASSIGNMENT FORM MUST CORRESPOND TO THE NAME
AS WRITTEN
UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT
ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
BY A MEMBER OF
THE MEDALLION STAMP PROGRAM.
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No. W
REDEEMABLE CLASS A WARRANT CERTIFICATE FOR PURCHASE OF COMMON
STOCK
PC411, INC.
CUSIP 70453T 11 9
THIS CERTIFIES THAT FOR VALUE RECEIVED
or registered assigns (the "Registered Holder") is the owner of the number
of Redeemable Class A Warrants ("Warrants") specified above. Each Warrant
initially entitles the Registered Holder to purchase, subject to the terms
and conditions set forth in this Certificate and the Warrant Agreement (as
hereinafter defined), one fully paid and nonassessable share of Common Stock,
$.01 par value ("Common Stock"), of PC411, INC., a Delaware corporation
(the "Company"), at any time between the Effective Date (as herein defined)
and the Expiration Date (as hereinafter defined), upon the presentation and
surrender of this Warrant Certificate with the Subscription Form on the
reverse hereof duly executed, at the corporate office of AMERICAN STOCK
TRANSFER & TRUST COMPANY, as Warrant Agent, or its successor (the "Warrant
Agent"), accompanied by payment of $6.00 (the "Purchase Price") in lawful
money of the United States of America in cash or by official bank or
certified check made payable to PC411, INC.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement") dated May , 1997,
by and between the Company and the Warrant Agent. Copies of the Warrant
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Agreement are on file at the office of the Warrant Agent.
In the event of certain contingencies provided for in the Warrant Agreement,
the Purchase Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Upon thirty days prior written notice to the holder thereof, the Company has
the right to reduce the Purchase Price and/or extend the term of the Warrants.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued.
In the case of the exercise of less than all the Warrants represented hereby,
the Company shall cancel this Warrant Certificate upon the surrender hereof
and shall execute and deliver a new Warrant Certificate or Warrant
Certificates of like tenor, which the Warrant Agent shall countersign, for
the balance of such Warrants.
The term "Effective Date" shall mean May , 1998.
The term "Expiration Date" shall mean 5:00 p.m. (New York time on May ,
2002, or such earlier date as the Warrants shall be redeemed. If such date
shall in the State of New York be a holiday or a day on which the banks are
authorized to close, then the Expiration Date shall mean 5:00 p.m. (New York
time) the next following day which in the State of New York is not a holiday or
a day on which banks are authorized to close.
The Company shall not be obligated to deliver any securities pursuant to the
exercise of this Warrant unless a registration statement under the Securities
Act of 1933, as amended, with respect to such securities is effective. This
Warrant shall not be exercisable by a Registered Holder in any state where such
exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to
represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender. Upon due presentment with any transfer
fee in addition to any tax or other governmental charge imposed in connection
therewith, for registration of transfer of this Warrant Certificate at such
office, a new Warrant Certificate or Warrant Certificates representing an equal
aggregate number of Warrants will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Warrant Agreement.
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Prior to the exercise of any Warrant represented hereby, the Registered Holder
shall not be entitled to any rights of a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
This Warrant may be redeemed at the option of the Company, at a redemption
price of $.01 per Warrant at any time after one (1) year from May , 1997 if,
and only if, (i) the average closing bid price for any twenty consecutive
trading days ending within five (5) days prior to the date of the notice of
redemption of the Common Stock as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System, or (ii) the last reported
sale price for twenty consecutive trading days ending within five (5) days of
the date of the notice of redemption on the primary exchange on which the
Common Stock is traded, if the Common Stock is traded on a national securities
exchange, equals or exceeds $8.75. Notice of redemption shall be given not
later than the thirtieth day before the date fixed for redemption, all as
provided in the Warrant Agreement. On and after the date fixed for redemption,
the Registered Holder shall have no rights with respect to this Warrant except
to receive the $.01 per Warrant upon surrender of this Certificate.
Prior to due presentment for registration of transfer hereof, the Company and
the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Warrant represented hereby (notwithstanding any
notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in accordance with
the laws of the State of Delaware, without giving effect to any principles or
rules of conflicts of law.
This Warrant Certificate is not valid unless countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Date:
PC411, INC.
By:
SECRETARY
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PRESIDENT
Countersigned:
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent
By:It: Authorized Officer
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SUBSCRIPTION FORM
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM A
TEN ENT A
JT TEN A
as tenants in common
as tenants by the entireties
as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT A Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
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Additional abbreviations may also be used though not in the above list.
To Be Executed by the Registered Holder in Order to Exercise Warrants
THE UNDERSIGNED REGISTERED HOLDER hereby irrevocably elects to exercise
Warrants
represented by this Warrant Certificate, and to purchase the securities
issuable upon the exercise of such Warrants, and requests that certificates for
such securities shall be issued in the name of
and be delivered to
(please insert taxpayer identification or other identifying number)
(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:
(Address)
(Date)
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(Taxpayer Identification Number)
Signature Guaranteed:
The undersigned represents that the exercise of the within Warrant was
solicited by Biltmore Securities, Inc. If not solicited by Biltmore Securities,
Inc., please write "unsolicited" in the space below. Unless otherwise
indicated, it will be assumed that the exercise was solicited by Biltmore
Securities, Inc.
(Write "Unsolicited" on above line if not solicited by Biltmore Securities,
Inc.)
Dated:
Signature
SIGNATURE GUARANTEED
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
FOR VALUE RECEIVED, hereby sells, assigns and transfers unto
(please insert taxpayer identification or other identifying number)
(please print or type name and address)
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints
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Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.
(Date)
SIGNATURE GUARANTEED
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST
CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
MUST BE
GUARANTEED BY AN ELIGIBLE GRANTOR INSTITUTION WHICH IS A PARTICIPANT
IN THE
SECURITIES TRANSFER ASSOCIATION PROGRAM.
