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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 2000.
REGISTRATION NO. 000-29479
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10/A-1
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES
EXCHANGE ACT OF 1934
WORLDWIDE WEB NETWORX CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 541519 58-2280078
(State of Incorporation) (Primary Standard (I.R.S. Employer
Industrial Identification No.)
Classification Code Number)
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521 FELLOWSHIP ROAD, SUITE 130
MOUNT LAUREL, NEW JERSEY 08054
(856) 914-3100
(Address and telephone number of principal executive offices
and principal place of business)
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COPIES OF COMMUNICATIONS TO:
ALLAN M. COHEN, GENERAL COUNSEL
WORLDWIDE WEB NETWORX CORPORATION
521 FELLOWSHIP ROAD, SUITE 130
MOUNT LAUREL, NEW JERSEY 08054
(856) 914-3100
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Not applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $0.001 par value per share
(Title of Class)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, there unto duly authorized on February 28, 2000
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WORLDWIDE WEB NETWORX CORPORATION
By: /s/ WARREN ROTHSTEIN
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Warren Rothstein, President and Chief
Executive Officer
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49
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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* 3.1 Certificate of Incorporation, as amended.
* 3.2 Bylaws.
* 4.1 Specimen Common Stock Certificate.
* 4.2 Form of 6% Cumulative Convertible Debenture of WorldWide Web
NetworX Corporation.
* 4.3 Warrant to Purchase 100,000 shares of common stock of
WorldWide Web NetworX Corporation, dated April 2, 1999,
issued to Ralph H. Isham.
* 4.4 Warrant to Purchase 100,000 shares of common stock of
WorldWide Web NetworX Corporation, dated April 2, 1999,
issued to Arnold P. Kling.
* 4.5 Form of Warrant to Purchase Common Stock of WorldWide Web
NetworX Corporation issued to D.H. Blair Banking
Corporation.
*10.1. Agreement and Plan of Reorganization, dated as of May 20,
1998, between Instra Corp., Keiretsu Corporation and the
stockholder of Keiretsu Corporation.
*10.2. Agency Agreement, dated November 24, 1998, between
Alexander, Wescott & Co., Inc. and WorldWide Web NetworX
Corporation.
*10.3. Stock Issuance Agreement, dated as of December 1, 1998,
between Warren Rothstein and WorldWide Web NetworX
Corporation.
*10.4. BarterOne Membership Interest Sale Agreement, dated as of
December 16, 1998, between Energy Trading Company and
WorldWide Web NetworX Corporation.
*10.5. Acquisition Agreement, dated as of January 29, 1999, between
Global Trade Group, Ltd., and WorldWide Web NetworX
Corporation.
*10.6. Acquisition Agreement, dated as of January 29, 1999, between
Positive Asset Remarketing, Inc., and WorldWide Web NetworX
Corporation.
*10.7. Agreement, dated as of February 16, 1999, among Energy
Trading Company, WorldWide Web NetworX Corporation, and NA
Acquisition Corp.
*10.8. Agreement and Plan of Merger, dated as of February 23, 1999,
among Artra Group Incorporated, WorldWide Web NetworX
Corporation, NA Acquisition Corp., and WWWX Merger
Subsidiary, Inc.
*10.9. Acquisition Agreement, dated as of February 24, 1999 between
Positive Asset Remarketing, Inc. and WorldWide Web NetworX
Corporation.
*10.10. Form of Subscription Agreement between WorldWide Web NetworX
Corporation and Subscribers of 6% Cumulative Convertible
Debenture of WorldWide Web NetworX Corporation.
*10.11. Acquisition Agreement, dated as of February 25, 1999,
between JenCom Digital Technologies, LLC and WorldWide Web
NetworX.
*10.12. Stock Purchase Agreement, dated March 4, 1999, between D.H.
Blair Investment Banking Corp. and WorldWide Web NetworX
Corporation.
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EXHIBIT
NO. DESCRIPTION
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*10.13. Consulting Agreement, dated as of April 2, 1999, between
Ralph H. Isham and WorldWide Web NetworX Corporation.
*10.14. Consulting Agreement, dated as of April 2, 1999, between
Arnold P. Kling and WorldWide Web NetworX Corporation.
*10.15. Acquisition Agreement, dated as of April 7, 1999, between
Admiral Asset Group, Inc., and WorldWide Web NetworX
Corporation.
*10.16. Agreement, dated April 16, 1999, between Alexander, Wescott
& Co., Inc., and WorldWide Web NetworX Corporation.
*10.17. Amendment, dated as of April 28, 1999, to the Acquisition
Agreement between JenCom Digital Technologies, LLC, and
WorldWide Web NetworX Corporation.
*10.18. Amendment to Agreement and Plan of Merger, dated as of April
30, 1999, among Artra Group Incorporated, WorldWide Web
NetworX Corporation, NA Acquisition Corp., and WWWX Merger
Subsidiary, Inc.
*10.19. Agency Agreement, dated as of May 26, 1999, between D.H.
Blair Investment Banking Corp. and WorldWide Web NetworX
Corporation.
*10.20. Form of Subscription Agreement between WorldWide Web NetworX
Corporation and Subscribers of a private placement of WWWX
common stock.
*10.21. First Amendment to Stock Issuance Agreement, dated as of
July 9, 1999, between Warren Rothstein and WorldWide Web
NetworX Corporation.
*10.22. Agreement and Plan of Merger, dated as of July 9, 1999,
among WorldWide Web NetworX Corporation, Intrac Acquisition
Corporation, and The Intrac Group.
*10.23. Employment Agreement, dated July 23, 1999, between ATM
Service, Ltd. and Thomas Settineri.
*10.24. Employment Agreement, dated July 23, 1999, between Intrac
Acquisition Corporation and Thomas Settineri.
*10.25. Employment Agreement, dated July 23, 1999, between ATM
Service, Ltd. and Gary Levi.
*10.26. Employment Agreement, dated July 23, 1999, between Intrac
Acquisition Corporation and Gary Levi.
*10.27. Post-Closing Agreement, dated July 23, 1999, among WorldWide
Web NetworX Corporation, Intrac Acquisition Corporation, The
Intrac Group, Thomas Settineri, and Gary Levi.
*10.28. Merger and Acquisition Agreement letter, dated as of July
23, 1999, between WorldWide Web NetworX Corporation and D.H.
Blair Investment Banking Corp.
*10.29. 1999 Equity Compensation Plan.
*10.30. Software License Agreement between ATM Service, Ltd. and
entrade.com, Inc. dated September 1999.
*10.31. Share Exchange Agreement, dated as of September 23, 1999,
between New America Network, Inc. and WorldWide Web NetworX
Corporation.
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EXHIBIT
NO. DESCRIPTION
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*10.32. NAI Direct, Inc. Shareholders' Agreement, dated September
23, 1999, between Real Quest, Inc., Gerald C. Finn, Jeffrey
Finn and NAI Direct, Inc.
*10.33. Real Quest, Inc. Shareholders' Agreement, dated September
23, 1999, between WorldWide Web NetworX Corporation and New
America Network, Inc.
*10.34. Employment Agreement, dated September 23, 1999, between NAI
Direct, Inc. and Jeffrey Finn.
*10.35. Employment Agreement, dated September 23, 1999, between NAI
Direct, Inc. and Gerald C. Finn.
*10.36. Escrow Agreement, dated September 23, 1999, between
WorldWide Web NetworX Corporation, New America Network, Inc.
and Weinstein, Goss, Schleifer, Eisenberg, Winkler,
Rothweiler & Ostroff.
*10.37. Agreement dated December 22, 1999, among WorldWide Web
NetworX Corporation, International Commerce Exchange
Systems, Inc., JenCom Digital Technologies, Ltd. and Henry
Kauftheil.
*10.38. Amended and Restated Operating Agreement of WWWX-JenCom,
LLC, dated as of January 7, 2000, between WorldWide Web
NetworX Corporation and JenCom Digital Technologies, LLC.
*10.39. Amended and Restated Operating Agreement of InterCommerce
China, LLC, dated as of January 7, 2000, among WorldWide Web
NetworX Corporation, International Commerce Exchange
Systems, Inc., Lester Wolff International Investment, Ltd.,
Henry Kauftheil, Peter Zhenxiang Lu, and Uncas Holdings
Limited Partnership.
*10.40. Distribution and Operating Agreement, dated as of January 7,
2000, between ATM Service, Ltd., and Intercommerce China,
LLC.
*10.41. Employment Agreement, dated as of January 14, 2000, between
WorldWide Web NetworX Corporation and John T. Banigan.
**10.42. Shareholders Agreement dated as of February 7, 2000, among
Warren Rothstein, Gary Levi, Thomas Settineri, WorldWide Web
NetworX Corporation, and ATM Service, Ltd.
16.1 Letters regarding change in certifying accountant.
*21.1 Subsidiaries of the Registrant.
*27.1 Financial Data Schedule
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** To be filed by amendment
* Previously filed
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Exhibit 16.1
EISNER Richard A. Eisner & Company, LLP
Accountants and Consultants
575 Madison Avenue
New York, NY 10022-2597
Tel 212.355.1700 Fax 212.355.2414
www.rae.com
February 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the section entitled "Item 14 Change in Accountants" in the
Registration Statement on Form 10 of WorldWide Web NetworX Corporation, and
are in agreement with the statements contained therein.
Very truly yours,
//s// Richard A. Eisner & Company, LLP
Richard A. Eisner & Company, LLP
