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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
__________________________________
FORM 8-A/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NEI WEBWORLD, INC.
(Exact name of registrant as specified in its charter)
Texas 75-2524630
(State of incorporation (IRS Employer
or organization) Identification Number)
4747 Bronze Way
Dallas, Texas 75236
(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 on which
to be so registered: each class is to be registered:
Common Stock, $.01 par value Boston Stock Exchange, Inc.
Redeemable Common Stock Purchase Warrants Boston Stock Exchange, Inc.
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
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(g) of the Act:
Title of Class:
Common Stock, $.01 par value
Redeemable Common Stock Purchase Warrants
Name of exchange where securities will be traded:
Nasdaq Small Cap
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Item 1. Description of Registrant's Securities to be Registered.
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The information contained in the registrant's Registration Statement on
Form SB-2 No. 333-23023 under the caption "Description of Capital Stock" is
incorporated herein by reference. A copy of such information is attached hereto
as Annex A.
Item 2. Exhibits(1).
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1.1 - Specimen Common Stock Certificate
1.2 - Specimen Warrant Certificate
2 - Form of Warrant Agreement (included as Exhibit 4.1 to registrant's
Registration Statement on Form SB-2 No. 333-23023 and incorporated
herein by reference).
3 - Articles of Incorporation of NEI WebWorld, Inc., as amended
(included as Exhibit 3.1 to the registrant's Registration Statement
on Form SB-2 No. 333-23023 and incorporated herein by reference).
4 - By-laws, as amended and restated, of NEI WebWorld, Inc. (included as
an Exhibit 3.2 to the registrant's Registration Statement on Form
SB-2 No. 333-23023 and incorporated herein by reference).
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(1) All exhibits previously filed.
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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 amendment to this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
NEI WEBWORLD, INC.
By: /s/ BARRY B. CONRAD
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Barry B. Conrad
Chairman of the Board
Date: May 19, 1997
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ANNEX A
DESCRIPTION OF CAPITAL STOCK
WebWorld's authorized capital stock consists of 20,000,000 shares of Common
Stock, $.01 par value, and 2,000,000 shares of preferred stock, $1.00 par
value per share ("Preferred Stock").
The following description of the Company's capital stock does not purport to
be complete and is subject in all respects to applicable Texas law and to the
provisions of the Company's Articles of Incorporation and By-laws, as amended
to date.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of shareholders, including the election of
directors. The Common Stock does not have cumulative voting rights, which
means that the holders of a majority of the shares voting for election of
directors can elect all members of the Board of Directors. Dividends may be
paid ratably to holders of Common Stock when and if declared by the Board of
Directors out of funds legally available therefor. Upon liquidation or
dissolution of the Company, the holders of Common Stock will be entitled to
share ratably in the assets of the Company legally available for distribution
to shareholders after payment of all liabilities and the liquidation
preferences of any outstanding Preferred Stock.
The holders of Common Stock have no preemptive or conversion rights or other
subscription rights and are not subject to redemption or sinking fund
provisions or to calls or assessments by the Company. The shares of Common
Stock offered hereby will be, when issued and paid for, fully paid and not
liable for call or assessment. The Company has applied for listing of the
Common Stock on the Pacific Stock Exchange and Nasdaq SmallCap Market.
As of March 1, 1997, there were seven holders of record of Common Stock.
PREFERRED STOCK
The Company may issue Preferred Stock in one or more series and the Board of
Directors may designate the dividend rate, voting rights and other rights,
preferences and restrictions of each series. It is not possible to share the
actual effect of the issuance of any shares of Preferred Stock upon the rights
of holders of the Common Stock until the Board of Directors determines the
specific rights of the holders of such Preferred Stock. However, the effects
might include, among other things, restricting dividends on the Common Stock,
diluting the voting power of the Common Stock, impairing the liquidation
rights of the Common Stock and delaying or preventing a change in control of
the Company without further action by the shareholders. The Company presently
has no plans to issue any shares of Preferred Stock.
The Company previously issued an aggregate of 935,000 shares of preferred
stock in three different series. The holders of these shares agreed with the
Company to convert such shares into an aggregate of 2,008,823 shares of Common
Stock on the effective date of this Offering. Unless the context otherwise
indicates, all of the historical financial statements and other financial
information set forth herein gives effect to such conversion into Common
Stock. See Note 10 of Notes to Financial Statements.
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WARRANTS
The Warrants will be issued in registered form pursuant to an agreement
dated the date of this Prospectus (the "Warrant Agreement"), between the
Company and American Stock Transfer & Trust Company, as the Warrant Agent (the
"Warrant Agent"). The following discussion of certain terms and provisions of
the Warrants is qualified in its entirety by reference to the Warrant
Agreement. A form of the certificate representing the Warrants which form a
part of the Warrant Agreement has been filed as an exhibit to the Registration
Statement of which this Prospectus forms a part.
Each of the Warrants entitles the registered holder to purchase one share of
Common Stock. The Warrants are exercisable at a price equal to 125% of the
Share Offering Price (which exercise price has been arbitrarily determined by
the Company and the Representatives) subject to certain adjustments. The
Warrants are entitled to the benefit of adjustments in their exercise prices
and in the number of shares of Common Stock or other securities deliverable
upon the exercise thereof in the event of a stock dividend, stock split,
reclassification, reorganization, consolidation or merger.
The Warrants may be exercised at any time and continuing thereafter until
the close of five years from the date hereof, unless such period is extended
by the Company. After the expiration date, Warrant holders shall have no
further rights. Warrants may be exercised by surrendering the certificate
evidencing such Warrant, with the form of election to purchase on the reverse
side of such certificate properly completed and executed, together with
payment of the exercise price and any transfer tax, to the Warrant Agent. If
less than all of the Warrants evidenced by a warrant certificate are
exercised, a new certificate will be issued for the remaining number of
Warrants. Payment of the exercise price may be made by cash, bank draft or
official bank or certified check equal to the exercise price.
Warrant holders do not have any voting or any other rights as shareholders
of the Company. The Company has the right at any time beginning six months
from the date hereof to redeem the Warrants, at a price of $.05 per Warrant,
by written notice to the registered holders thereof, mailed not less than 30
nor more than 60 days prior to the Redemption Date. The Company may exercise
this right only if the closing bid price for the Common Stock for seven
trading days during a 10 consecutive trading day period ending no more than 15
days prior to the date that the notice of redemption is given, equals or
exceeds $ per share, subject to adjustment. If the Company exercises its
right to call Warrants for redemption, such Warrants may still be exercised
until the close of business on the day immediately preceding the Redemption
Date. If any Warrant called for redemption is not exercised by such time, it
will cease to be exercisable, and the holder thereof will be entitled only to
the repurchase price. Notice of redemption will be mailed to all holders of
Warrants of record at least 30 days, but not more than 60 days, before the
Redemption Date. The foregoing notwithstanding, the Company may not call the
Warrants at any time that a current registration statement under the Act is
not then in effect. Any redemption of the Warrants during the one-year period
commencing on the date of this Prospectus shall require the written consent of
the Representatives.
The Warrant Agreement permits the Company and the Warrant Agent without the
consent of Warrant holders, to supplement or amend the Warrant Agreement in
order to cure any ambiguity, manifest error or other mistake, or to address
other matters or questions arising thereafter that the Company and the Warrant
Agent deem necessary or desirable and that do not adversely affect the
interest of any Warrant holder. The Company and the Warrant Agent may also
supplement or amend the Warrant Agreement in any other respect with the
written consent of holders of not less than a majority in the number of the
Warrants then outstanding; however, no such supplement or amendment may (i)
make any modification of the terms upon which the Warrants are exercisable or
may be redeemed; or (ii) reduce the percentage interest of the holders of the
Warrants without the consent of each Warrant holder affected thereby.
In order for the holder to exercise a Warrant, there must be an effective
registration statement, with a current prospectus on file with the Commission
covering the shares of Common Stock underlying the Warrants, and the issuance
of such shares to the holder must be registered, qualified or exempt under the
laws of the state in which
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the holder resides. If required, the Company will file a new registration
statement with the Commission with respect to the securities underlying the
Warrants prior to the exercise of such Warrants and will deliver a prospectus
with respect to such securities to all holders thereof as required by Section
10(a)(3) of the Act. See "Risk Factors--Necessity to Maintain Current
Prospectus" and "State Blue Sky Registration Required to Exercise Warrants."
At the closing of this Offering, the Company will issue to the
Representatives or their designees, for nominal consideration,
Representative's Warrants to purchase up to 100,000 Shares and 100,000
Underlying Warrants. The Representatives' Warrants will be exercisable for a
four-year period commencing one year from the effective date of this Offering
at an exercise price of 120% of the price at which the Common Stock and
Warrants are sold to the public, subject to adjustment. The Representative's
Warrants will not be transferable, except (i) to officers of the
Representative, other Underwriters, and officers and partners thereof; (ii) by
will; or (iii) by operation of law.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Company's Common Stock is American
Stock Transfer & Trust Company, New York, New York.
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INDEX OF EXHIBITS
No. Description
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1.1 Specimen Common Stock Certificate
1.2 Specimen Warrant Certificate
2 Form of Warrant Agreement (included as Exhibit 4.1 to registrant's
Registration Statement on Form SB-2 No. 333-23023 and incorporated
herein by reference).
3 Articles of Incorporation of NEI WebWorld, Inc., as amended (included
as Exhibit 3.1 to the registrant's Registration Statement on Form SB-2
No. 333-23023 and incorporated herein by reference).
4 By-laws, as amended and restated, of NEI WebWorld, Inc. (included as
an Exhibit 3.2 to the registrant's Registration Statement on Form SB-2
No. 333-23023 and incorporated herein by reference).
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All exhibits previously filed
