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
PTN MEDIA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-3399098
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(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
313 North First Street, Suite 8B, Ann Arbor, Michigan 48104
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(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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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), check the following box [ ].
If this form relates to the registration of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant to General Instruction A.(d),
check the following box [X].
Securities Act registration statement file number to which this form
relates:
33-51933
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, as
amended, and the instruction to Item 1, reference is made to "Description of
Securities" included as part of registrant's Registration Statement on Form SB-2
(file no. 333-51933) for a description of registrant's Common Stock, $.001 par
value, which description is incorporated by reference herein in response to this
Item.
ITEM 2. EXHIBITS
Exhibit No. Description
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3.1 Certificate of Incorporation of the Registrant (1)
3.2 The Registrant's By-Laws (1)
4.1 Form of Certificate representing shares of the Registrant's
Common Stock
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(1) Filed previously by the registrant with the Securities and Exchange
Commission as an Exhibit to the registrant's Registration Statement on
Form SB-2 (File No. 333-51933), filed on May 6, 1998, and incorporated
herein by reference.
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.
PTN MEDIA, INC.
(Registrant)
By: /s/ Peter Klamka
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Peter Klamka, President
Dated: August 25, 1998
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Certificate of Incorporation of the Registrant (1)
3.2 The Registrant's By-Laws (1)
4.1 Form of Certificate representing shares of the Registrant's
Common Stock
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(1) Filed previously by the registrant with the Securities and Exchange
Commission as an Exhibit to the Registrant's Registration Statement on
Form SB-2 (File No. 333-51933), filed on May 6, 1998, and incorporated
herein by reference.
COMMON STOCK COMMON STOCK
PTN PTN MEDIA, INC. SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 69366H 10 5
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
THIS CERTIFIES that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $ .001 PER
SHARE, OF
PTN MEDIA, 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 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:
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
CORPORATE STOCK TRANSFER, INC.
(DENVER, COLORADO)
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED OFFICER
<PAGE>
PTN MEDIA, INC.
THE CORPORATION WILL FURNISH TO EACH STOCKHOLDER UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED AND, IF THE
CORPORATION IS AUTHORIZED TO ISSUE ANY CLASS OF PREFERRED SHARES IN SERIES, THE
DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH SUCH SERIES SO
FAR AS THE SAME HAVE BEEN FIXED AND THE AUTHORITY OF THE BOARD TO DESIGNATE AND
FIX THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER SERIES.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE
CORPORATION MAY, IN ACCORDANCE WITH THE CORPORATION'S AMENDED AND RESTATED BY-
LAWS, REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.
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
Act Custodian
(Cust) (Minor) (State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sells, assigns and transfers unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)
shares
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of the capital stock represented by the within Certificate, and does
hereby irrevocably constitute and appoint
Attorney
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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 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 WHATSOEVER.
Signature Guaranteed:
THE SIGNATURE(S) SHOULD 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.
