APPNET INC /DE/
15-15D, 2000-09-14
BUSINESS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
 THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
          SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                             Commission File Number
                                    000-26263


                                   APPNET, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     6707 Democracy Blvd., Suite 1000, Bethesda, Maryland 20817 (301) 493-8900
--------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                                  Common Stock
--------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)


                                      None
--------------------------------------------------------------------------------
 (Titles of all other classes of securities for which a duty to file reports
                      under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

        Rule 12g-4(a)(1)(i)     [x]            Rule 12h-3(b)(1)(i)       [x]
        Rule 12g-4(a)(1)(ii)    [ ]            Rule 12h-3(b)(1)(ii)      [ ]
        Rule 12g-4(a)(2)(i)     [ ]            Rule 12h-3(b)(2)(i)       [ ]
        Rule 12g-4(a)(2)(ii)    [ ]            Rule 12h-3(b)(2)(ii)      [ ]
                                               Rule 15d-6                [x]

Approximate number of holders of record as of the certification or
notice date:  0
            -----

         Effective as of  September  13, 2000,  the  Registrant  was acquired by
Commerce One, a Delaware  corporation  ("Commerce One"), by way of a merger (the
"Merger") in which  Acquisition  Corp., a Delaware  corporation and wholly owned
subsidiary of Commerce One, merged with and into the Registrant. The Registrant,
as the surviving corporation,  in the Merger,  continues to exist under Delaware
law as a wholly owned subsidiary of Commerce One. In connection with the Merger,
0.8 shares of Commerce One common stock were  exchanged for each share of common
stock of the Registrant outstanding immediately prior to the consummation of the
Merger and  Commerce  One  assumed  all of the  Registrant's  stock  options and
warrants  outstanding  at the  effective  date of the  Merger,  based on the 0.8
exchange  ratio.  Accordingly,  as of the date  hereof,  there are no holders of
record of Common Stock of the Registrant.

         Pursuant to the  requirements  of the  Securities  Exchange Act of 1934
APPNET, INC. has caused this  certification/notice to be signed on its behalf by
the undersigned duly authorized person.

<PAGE>


Date: September 13, 2000

                                    By: /s/ Ken S. Bajaj
                                       -----------------------------------------
                                       Ken S. Bajaj
                                       Chief Executive Officer/President



Instruction:   This form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by another duly authorized  person.  The name and title of the person
signing the form shall be typed or printed under the signature.




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