<PAGE>
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
___________________________________
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:
None.
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:
Common Stock, $.01 par value
Warrants to purchase Common Stock
(Title of Class)
Name of each exchange on which each class is to be registered:
Pacific Stock Exchange
Nasdaq Small Cap Market
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
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.
--------
1.1 - 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).
2
<PAGE>
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.
NEI WEBWORLD, INC.
By: /s/ RICHARD J. WIENCEK
-----------------------------------------------
Richard J. Wiencek
President
Date: April 24, 1997
3
<PAGE>
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.
A-1
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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
A-2
<PAGE>
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.
A-3
<PAGE>
INDEX OF EXHIBITS
No. Description
- --- -----------
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).
<PAGE>
INCORPORATED UNDER THE LAWS
OF THE STATE OF TEXAS
[LOGO OF NEI WEBWORLD, INC. APPEARS HERE
NUMBER SHARES
____________ _________________
| C- | | |
____________ _________________
CUSIP 629077 10 8
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK,
PAR VALUE $.01 PER SHARE, OF
NEI WEBWORLD, 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 by the Transfer
Agent and registered by the Registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers and a
facsimile of its corporate seal to be printed hereon.
Dated:
/s/ RUBEN G. WUNUT [SEAL OF NEI/WEBWORLD /s/ BEN E. FRELIBS
- ----------------------------- APPEARS HERE] --------------------------
PRESIDENT AND CHIEF EXECUTIVE SECRETARY
OFFICER
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
NEI WEBWORLD, INC.
THE ARTICLES OF INCORPORATION, AS AMENDED, ON FILE IN THE OFFICE OF THE
SECRETARY OF STATE OF TEXAS SET FORTH A FULL STATEMENT OF (A) ALL OF THE
DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH
CLASS OF SHARES AUTHORIZED TO BE ISSUED, (B) THE AUTHORITY OF THE BOARD OF
DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF THE SHARES
OF PREFERRED STOCK WHICH THE CORPORATION IS AUTHORIZED TO ISSUE IN SERIES AND,
IF AND TO THE EXTENT THAT THEY HAVE BEEN FIXED AND DETERMINED, THE RELATIVE
RIGHTS AND PREFERENCES OF ANY SUCH SERIES, AND (C) THE DENIAL TO SHAREHOLDERS OF
PREEMPTIVE RIGHTS TO ACQUIRE UNISSUED OR TREASURY SHARES OR OTHER SECURITIES OF
THE CORPORATION. THE CORPORATION WILL FURNISH A COPY OF SUCH STATEMENT TO THE
RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON WRITTEN REQUEST TO THE
CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.
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--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN --as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT-- Under Uniform Gifts to Minors
______Custodian_______ Act__________________________
(Cust) (Minor) (State)
Additional abbreviations may also be used though not in the above list.
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 POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------Shares
represented by the within Certificate, and does hereby irrevocable constitute
and appoint
- --------------------------------------------------------------------------------
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.
Dated
-------------------------------------
NOTICE: X
THE SIGNATURE(S) TO THIS ---------------------------------------
ASSIGNMENT MUST CORRESPOND (SIGNATURE)
WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT X
ALTERATION OR ENLARGEMENT ---------------------------------------
OR ANY CHANGE WHATEVER. (SIGNATURE)
________________________________________
| THE SIGNATURE(S) SHOULD BE GUARANTEED |
| BY AN "ELIGIBLE GUARANTOR INSTITUTION"|
| AS DEFINED IN RULE 17Ad-15 UNDER THE |
| SECURITIES AND EXCHANGE ACT OF 1934, |
| AS AMENDED. |
________________________________________
| SIGNATURE(S) GUARANTEED BY: |
| |
| |
| |
| |
________________________________________
<PAGE>
No. W ____ VOID AFTER _______, 2002
_________ WARRANTS
REDEEMABLE COMMON STOCK PURCHASE WARRANT CERTIFICATE TO
PURCHASE ONE SHARE OF COMMON STOCK
NEI WEBWORLD, INC.
CUSIP 629077116
THIS CERTIFIES THAT, FOR VALUE RECEIVED the holder hereof or registered assigns
(the "Registered Holder") is the owner of the number of Redeemable Common Stock
Purchase Warrants (the "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, of NEI WebWorld, Inc., a Texas corporation (the "Company"), at any time
between __________, 1997 (the "Initial Warrant Exercise Date"), 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, 40
Wall Street, 46th Floor, New York, New York 10005, as Warrant Agent, or its
successor (the "Warrant Agent"), accompanied by payment of $___________ subject
to adjustment (the "Purchase Price"), in lawful money of the United States of
America in cash or by check made payable to the Warrant Agent for the account of
the Company.
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 ________, 1997,
by and between the Company and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price and the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests 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 "Expiration Date" shall mean 5:00 p.m. (Texas time) on ________,
2002. If each such date shall in the State of Texas be a holiday or a day on
which the banks are authorized to close, then the Expiration Date shall mean
5:00 p.m. (Texas time) the next following day which in the State of Texas is not
a holiday or a day on which banks are authorized to close.
<PAGE>
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 (the "Act"), with respect to such securities
is effective or an exemption thereunder is available. The Company has
covenanted and agreed that it will file a registration statement under the
Federal securities laws, use its best efforts to cause the same to become
effective, use its best efforts to keep such registration statement current, if
required under the Act, while any of the Warrants are outstanding, and deliver a
prospectus which complies with Section 10(a)(3) of the Act to the Registered
Holder exercising this Warrant. 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 and payment of any tax or other
charge imposed in connection therewith or incident thereto, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
of 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.
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.
Subject to the provisions of the Warrant Agreement, this Warrant may be
redeemed at the option of the Company, at the redemption price of $.05 per
Warrant, on not less than 30 nor more than 60 days written notice ("Notice of
Redemption") if the closing price for the Common Stock for seven trading days
during a 10 consecutive trading day period ending not more than 15 days prior to
the date notice of redemption is mailed equals or exceeds $____ per share (200%
of the initial offering price to the public) subject to adjustment under certain
circumstances and provided there is then a current registration statement under
the Securities Act of 1933, as amended, with respect to the issuance and sale of
Common Stock upon the exercise of the Warrants. On and after the date fixed for
redemption, the Registered Holder shall have no rights with respect to the
Warrants except to receive the $.05 per Warrant upon surrender of this Warrant
Certificate.
Under certain circumstances, First London Securities Corporation
collectively shall be entitled to receive an aggregate of five percent (5%) of
the Purchase Price of the Warrants represented hereby.
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, except as provided in the
Warrant Agreement.
<PAGE>
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Texas without giving effect to conflicts of laws.
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.
Dated:__________________, 1997
[SEAL] NEI WEBWORLD, INC.
By:
-------------------------------
By:
--------------------------------
COUNTERSIGNED:
AMERICAN STOCK TRANSFER
AND TRUST COMPANY
as Warrant Agent
By:
---------------------------
Name:
-------------------------
Title:
------------------------
