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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF l934
Hiway Technologies, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 92-3211977
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5050 BLUE LAKE DRIVE, SUITE 100
Boca Raton, Florida 33431
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
check the following box. [_] check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-56527
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Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class)
Page 1
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth under the
caption "Description of Capital Stock" on pages 56-58 of the Registrant's
Registration Statement on Form S-1 (File No. 333-56527) as originally filed with
the Securities and Exchange Commission on June 10, 1998, or as subsequently
amended (the "Registration Statement"), and in the Prospectus included in the
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Registration Statement, is hereby incorporated by reference in response to this
item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Certificate of Incorporation
(incorporated by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Amended and Restated Articles of
Incorporation of Best Internet Communications,
Inc. ("Best"), a California corporation
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(incorporated by reference to Exhibit 3.02 to the
Registration Statement).
3.03 Registrant's Bylaws (incorporated by
reference to Exhibit 3.03 to the Registration
Statement).
3.04 Bylaws of Best (incorporated by reference to
Exhibit 3.04 to the Registration Statement).
4.01 Form of Specimen Certificate for
Registrant's Common Stock.
99.01 The description of Registrant's Common Stock
set forth under the caption "Description of
Capital Stock" in the Prospectus included on pages
56-58 of the Registration Statement.
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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 registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 30, 1998 Hiway Technologies, Inc.
By: /s/ David S. Buzby
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David S. Buzby
Executive Vice President &
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Certificate of Incorporation
(incorporated by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Amended and Restated Articles of
Incorporation of Best Internet Communications,
Inc. ("Best"), a California corporation
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(incorporated by reference to Exhibit 3.02 to the
Registration Statement).
3.03 Registrant's Bylaws (incorporated by
reference to Exhibit 3.03 to the Registration
Statement).
3.04 Bylaws of Best (incorporated by reference to
Exhibit 3.04 to the Registration Statement).
4.01 Form of Specimen Certificate for
Registrant's Common Stock.
99.01 The description of Registrant's Common Stock
set forth under the caption "Description of
Capital Stock" in the Prospectus included on pages
56-58 of the Registration Statement.
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EXHIBIT 4.01
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COMMON STOCK [LOGO OF HIWAY TECHNOLOGIES] COMMON STOCK
NUMBER SHARES
HT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR CERTAIN
IN NEW YORK, NY OR RIDGEFIELD PARK, NJ DEFINITIONS AND A STATEMENT
AS TO THE RIGHTS,
PREFERENCES, PRIVILEGES AND
RESTRICTIONS ON SHARES
CUSIP 433664 10 9
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
PAR VALUE OF $0.001 PER SHARE, OF
HIWAY TECHNOLOGIES, 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.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
/s/ Thomas A. Skornia [CORPORATE SEAL /s/ Scott H. Adams
OF HIWAY TECHNOLOGIES]
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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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 right as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of determination, and
the number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge
from the principal office of the Corporation.
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 UNIF GIFT MIN ACT-.........Custodian.........
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
JP TEN - as joint tenants with Minors Act..................
right of survivorship (State)
and not as tenants in UNIF TRF MIN ACT- .....Custodian (until age..)
common (Cust)
......under Uniform Transfer
(Minor)
to Minors Act...............
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _____________________________ hereby sell(s), assign(s)
and transfer(s) 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 stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated ____________________________
__________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By_________________________________
THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
