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UNITED STATES
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
PNV Inc.
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(Exact name of registrant as specified in its charter)
Delaware 65-612435
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
11711 N.W. 39th Street, Coral Springs, Florida 33065
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(Address of principal executive offices) (ZIP Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
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
N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of Class)
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Item 1. Description Of Registrant's Securities to be Registered.
The Registrant is registering shares of Common Stock, par value $0.001
per share, pursuant to a Registration Statement on Form S-1 (File No. 333-87343)
that was filed with the Securities and Exchange Commission on September 17,
1999, as subsequently amended (the "Registration Statement"). Reference is made
to the sections entitled "Prospectus Summary--The Offering" and "Description of
our Capital Stock" in the prospectus forming a part of the Registration
Statement, and all amendments to the Registration Statement subsequently filed
with the Commission, including any prospectus relating thereto filed
subsequently pursuant to Rule 424 of the Securities Act of 1933, as amended.
Such Registration Statement and all amendments to the Registration Statement are
hereby deemed to be incorporated by reference into this Registration Statement
in accordance with the Instruction to Item 1 of this Form.
Item 2. Exhibits.
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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3.1* Amended and Restated Certificate of Incorporation, dated October 30,
1995 (as currently in effect, as amended in Exhibits 3.2, 3.3, 3.4,
3.5, 3.5.1 and 3.5.2)
3.2* Certificate of Amendment of the Certificate of Incorporation, dated
November 12, 1996.
3.3* Certificate of Amendment of the Certificate of Incorporation, dated
August 22, 1997.
3.4* Certificate of Amendment to Certificate of Incorporation, dated June 4,
1999.
3.5* Certificate of Amendment to Certificate of Incorporation, dated July
29, 1999.
3.5.1* Certificate of Amendment to Certificate of Incorporation, dated
September 15, 1999.
3.5.2* Certificate of Amendment to Certificate of Incorporation, dated
November 3, 1999.
3.6* Certificate of Amendment Relating to the Series A Preferred Stock,
dated November 3, 1999.
3.7* Certificate of Amendment to Certificate of Designations, Preferences
and Rights of Series B 7% Cumulative Convertible Preferred Stock, dated
November 3, 1999.
3.8* Certificate of Amendment to Certificate of Designations, Preferences
and Rights of Series C 7% Cumulative Convertible Preferred Stock, dated
November 3, 1999.
3.8.1* Certificate of Amendment to Certificate of Designations, Preferences
and Rights of Series D 7% Cumulative Convertible Preferred Stock, dated
November 3, 1999.
3.9* Form of Amended and Restated Certificate of Incorporation (to be filed
upon the closing of the offering).
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3.10* Amended and Restated By-laws (as currently in effect).
3.11* Form of Amended and Restated By-laws (to become effective upon the
closing of the offering).
4.1 Specimen common stock certificate.
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* Incorporated by reference to the registrant's Registration Statement on
Form S-1 (Registration No. 333-87343) filed with the Securities and
Exchange Commission on September 17, 1999, as amended.
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.
November 15, 1999 PNV INC.
(Registrant)
By: /s/ R. Michael Brewer
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R. Michael Brewer, Vice President - Finance
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EXHIBIT 4.1
[PNV INC. LOGO]
PNV INC.
NUMBER SHARES
PNV
COMMON STOCK CUSIP 69348A 10 3
SEE REVERSE SIDE
FOR CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This Certifies that
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER
SHARE, OF
PNV INC.
(hereafter the "Corporation") 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 unless
countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
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COUNTERSIGNED AND REGISTERED: [CORPORATE SEAL] /S/ ANTHONY ALLEN /S/ STEPHEN L. CONKLING
SECRETARY PRESIDENT
FIRST UNION NATIONAL BANK
(CHARLOTTE, N.C.)
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BY TRANSFER AGENT AND
REGISTRAR
AUTHORIZED SIGNATURE
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PNV INC.
The corporation will furnish without charge to each stockholder who so
requests, a statement of 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:
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TEN COM - as tenants in common UNIF GIFT MIN ACT-_______ Custodian________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _________________________
in common (State)
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Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED ____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares of the common stock represented by the within Certificate and do hereby
irrevocably constitute and appoint_____________________________________________
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
SUCH AS A SECURITIES BROKER/DEALER, COMMERCIAL BANK, TRUST COMPANY, SAVINGS
ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A MEDALLION PROGRAM PURSUANT
TO RULE 17AD-15 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
