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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 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
CYBERSENTRY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-3626108
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(State or Jurisdiction of Incorporation) (IRS Employer
Identification No.)
412 East Madison Street, Suite 1200 33602
Tampa, Florida ----------
(Address of principal executive offices) (Zip Code)
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If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the Exchange pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to Act and is effective pursuant to
General Instruction A(c), please General Instruction A(d), please
check the following box. /X/ check the following box / /
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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
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Common Shares, $.001 par value American Stock Exchange, LLC
Securities to registered pursuant to Section 12 (g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
Our authorized capital stock consists of 30,000,000 shares of common
stock and 10,000,000 shares of preferred stock. As of the date hereof, there
were issued and outstanding 28,363,611 shares of common stock. Any shares of
Class A preferred stock and Class B preferred stock that we convert, redeem,
purchase or otherwise acquire in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof and, if necessary to provide for
the lawful redemption or purchase of such shares, the capital represented by
such shares shall be reduced in accordance with the applicable law. All such
shares shall upon their cancellation become authorized but unissued shares of
preferred stock and may be reissued as part of another series of preferred
stock.
Our Board of Directors has authorized, and our stockholders have
approved, an Amendment to our Certificate of Incorporation increasing our
authorized shares of common stock from 30,000,000 to 50,000,000.
Redemption and Conversion Rights
We intend to establish a mandatory redemption pool for the outstanding
Class A preferred stock at $.05 per share on each March 1 and September 1 of the
years 2000, 2001, 2002, 2003 and 2004. The stockholder may choose to redeem the
shares of Class A preferred stock on a pro rata basis, convert them to common
stock (during the time period set forth below) or hold them. Stockholders who
elect to redeem their preferred stock will receive cash on a pro rata basis.
From and after March 25, 2001 up until March 24, 2004, each share of
Class A preferred stock and Class B preferred stock may be converted, at the
option of the holder, into shares of common stock on a one for five basis,
subject to adjustment for dilution.
Pursuant to the Second Amended Plan of Organization Plan, which we
refer to as the Plan, we have the right to redeem the Class A preferred stock at
$1.50 per share at any time prior to March 4, 2001.
We have recently offered all our preferred stockholders to convert
their preferred shares (both Class A and Class B) on a one-for-one basis into
shares of common stock. We anticipate, but cannot assure you, that a significant
majority of the preferred stockholders will elect to convert their shares.
Voting Rights
The holders of common stock are entitled to one vote per share on all
matters requiring stockholder action. Pursuant to the Supplement to Second
Amended Disclosure Statement attached to the Plan (i) each share of Class A
preferred stock entitles the holder to one vote per share on all matters
requiring stockholder action (ii) the holders of Class A preferred stock and
Class B preferred stock, voting together as a class, have the right to elect one
member of our Board of Directors (iii) we are prohibited from issuing non-voting
stock (iv) dividends we will declare to holders of Class A preferred stock and
Class B preferred stock shall be equal to the dividends issued to holders of
common stock and (v) we may not issue shares of Class A preferred stock and
Class B preferred stock in excess of the number of shares of Class A preferred
stock and Class B preferred stock which is required to be issued under the Plan
without first obtaining the approval of a majority of the holders of Class A
preferred stock and Class B preferred stock then outstanding.
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The rights granted to holders of Class A preferred stock and Class B
preferred stock pursuant to the Plan terminate automatically upon redemption or
conversion of all of the Class A preferred stock and Class B preferred stock.
Dividends; Redemption; Conversion; Liquidation
The holders of common stock have no preemptive or other rights and
there are no redemption, sinking fund or conversion privileges applicable
thereto. The holders of Class A preferred stock and Class B preferred stock have
certain redemption rights, as described above. The holders of common stock are
entitled to receive dividends as and when declared by the Board of Directors out
of funds legally available for that purpose, subject to the imposition of
restrictions by our regulators. The holders of Class A preferred stock and Class
B Preferred stock have no dividend preference but are entitled to receive
dividends in the same amount per share as the holders of common stock each time
dividends are paid to the holders of common stock. Should we be liquidated,
dissolved or wound up, the holders of common stock would be entitled to share
ratably in all assets remaining after payment of liabilities. The holders of
Class A preferred stock and Class B preferred stock are entitled to a
liquidation preference of $1.50 per share only.
Transfer Agent
Our transfer agent is HSBC. The transfer agent's mailing address is
140 Broadway, 12th Floor, New York, NY 10005-1180, Attention: Corporate Trust
Department.
Item 2. Exhibits.
1. Bylaws of the Registrant.*
2. Restated Certificate of Incorporation of the Registrant and
Amendments thereto.**
3. Second Amended Plan of Organization.***
4. Certificate of Amendment to the Certificate of Incorporation.****
* Incorporated by reference to Form 10-12 G filed on May 14, 1999,
Exhibit 3.2
** Incorporated by reference to Form 10-12 G filed on May 14, 1999,
Exhibits 3.1 and 4.3
*** Incorporated by reference to Form 10-12 G filed on May 14, 1999,
Exhibit 2.1.1.
**** Filed herewith as Exhibit 4.4
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
CyberSentry, Inc.
(Registrant)
Dated: May 11, 2000 By:/s/ Frank Kristan
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Chief Executive Officer
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Exhibit 4.4
CERTIFICATE OF AMENDMENT TO
THE CERTIFICATE OF INCORPORATION
OF
CYBERSENTRY, INC.
* * * * *
CyberSentry, Inc. (the "Company"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of CyberSentry, Inc. has approved
and its Shareholders, at the Company's Special Meeting of Shareholders of March
31, 2000, have ratified a resolution duly amending the Certificate of
Incorporation of said corporation, as follows:
RESOLVED, that the Certificate of Incorporation of CyberSentry, Inc. is
hereby amended by deleting the first paragraph of the Fourth Article thereof and
replacing it with the following:
"FOURTH: The aggregate number of shares which the Corporation shall
have authority to issue is sixty million shares (60,000,000) shares, consisting
of fifty million (50,000,000)shares of common stock, pa value $.001 per share
(hereinafter referred to as the "Common Stock"), and ten million (10,000,000)
shares of preferred stock, par value $.001 per share (hereinafter, the
"Preferred Stock"). The powers, designations, preferences and relative,
participating, optional or other special rights (and the qualifications,
limitations or restrictions thereof) of the Common Stock and the Preferred Stock
are as follows"
SECOND: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
THIRD: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Frank Kristan, its Chairman and Chief Executive Officer and attested
to by Hal Shankland, its Secretary, this 5th day of April, 2000
By: /s/ Frank Kristan
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Frank Kristan, Chairman and CEO
ATTEST:
By: /s/ Hal Shankland
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Hal Shankland, Secretary
