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UNITED STATES
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Wattage Monitor Inc.
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(Exact name of registrant as specified in its charter)
Nevada 86-0882633
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1100 Kietzke Lane
Reno, Nevada 89502
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(Address of principal executive offices) (Zip Code)
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), please check the following box. / /
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. /X/
Securities to be registered pursuant to Section 12(b) of the Act:
None
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Title of each class Name of each Exchange on Which
to be so registered Each Class is to be Registered
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None Not Applicable
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Securities to be registered pursuant to Section 12(g)
of the Act:
Common Stock, $0.01 Par value
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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The Information in Registrant's prospectus filed with the Commission
on April 19, 1999, as part of the Registrant's Form SB-2 Registration Statement
under the Securities Act of 1933, Number 333-76519, and all amendments thereto,
("Registrant's Form SB-2"), contained under "Description of Securities" (pages
35-36), is incorporated by reference in response to this item. A copy of the
relevant portion of said information is attached hereto as Exhibit 1.
Item 2. Exhibits
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Exhibit No. Description
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1 Pages 35-36 from the Registrant's Form SB-2
2 Registrant hereby incorporates by reference the Amended and
Restated Articles of Incorporation of the Registrant, filed
as Exhibit 3.1 to the Registrant's Form SB-2
3 Registrant hereby incorporates by reference the Amended and
Restated Bylaws of the Registrant, filed as Exhibit 3.2 to
the Registrant's Form SB-2
4 Registrant hereby incorporates by reference the
Registrant's Specimen Stock Certificate, filed as Exhibit
4.1 to the Registrant's Form SB-2
5 Registrant hereby incorporates by reference the Certificate
of Designation of Series A Preferred Stock of the
Registrant, filed as Exhibit 4.2 to the Registrant's Form
SB-2
6 Registrant hereby incorporates by reference the Certificate
of Amendment of Certificate of Designation of Series A
Preferred Stock of the Registrant, filed as Exhibit 4.3 to
the Registrant's Form SB-2
7 Registrant hereby incorporates by reference the
Registration Rights Agreement by and among Wattage Monitor
Inc. and Certain Shareholders, filed as Exhibit 10.3 to the
Registrant's Form SB-2
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SIGNATURES
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.
Dated: June 15, 1999
WATTAGE MONITOR INC.
By: /s/ Gerald R. Alderson
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Name: Gerald R. Alderson
Title: President and Chief Executive Officer
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Exhibit 1
DESCRIPTION OF THE CAPITAL STOCK
The authorized capital stock of Wattage Monitor consists of common stock,
preferred stock and warrants to acquire common stock as set forth below:
Our authorized capital stock consists of 25,000,000 shares of our common
stock, par value $.01 per share, and 5,000,000 shares of our preferred stock,
par value $.01 per share.
COMMON STOCK
Our authorized common stock consists of 25,000,000 shares of common stock.
As of June 1, 1999, we had issued and outstanding 11,207,816 shares of common
stock. As of June 1, 1999, there were approximately 50 holders of record of our
common stock. In addition, we have reserved the following shares of common
stock:
o 1,000,000 shares of our common stock for conversion of our issued
and outstanding Series A Preferred Stock;
o 1,500,000 shares of our common stock under our 1999 Stock Option
Plan;
o 450,000 shares of our common stock for existing warrants; and
o 3,500,000 shares of our common stock for conversion of our Series B
preferred stock, which shares shall be issued and outstanding upon
the exercise of existing warrants.
The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of our shareholders. Subject to
preferences that may be applicable to any outstanding shares of our preferred
stock, the holders of our common stock are entitled to receive ratably such
dividends as may be declared by the board of directors out of funds legally
available for such dividends. In the event of our liquidation, dissolution or
winding up, holders of our common stock will be entitled to share ratably in all
assets remaining after payment of liabilities and the liquidation preferences of
any outstanding shares of preferred stock. Holders of common stock have no
preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock. All outstanding shares of common stock are fully paid and
non-assessable. The rights, preferences and privileges of holders of common
stock are subject to the rights of holders of shares of any series of preferred
stock that we may designate and issue in the future.
PREFERRED STOCK
We are authorized to issue up to 5,000,000 shares of preferred stock, par
value $.01 per share. As of February 26, 1999, 1,000,000 shares of our Series A
6% preferred stock were issued and outstanding, held by 6 registered holders.
The holders of our Series A 6% preferred stock have voting power equal to the
voting power the preferred stock would provide if the preferred stock were
converted into shares of our common stock, and such other voting power as is
expressly provided under Nevada law. Each share of our Series A preferred stock
is convertible into one share of our common stock. Such conversion may occur at
the option
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of the holders of Series A preferred stock, however, such conversion will
automatically occur upon the exercise of the warrants to purchase shares of our
Series B preferred stock.
Pursuant to our articles of incorporation, our board of directors has the
authority, without further action by the shareholders, to issue our preferred
stock in one or more series of preferred stock and to fix the designation,
powers, preferences, privileges and relative participating, optional or special
rights of such stock, and the qualifications, limitations or restrictions
thereof, including dividend rights, conversion rights, voting rights, terms of
redemption and liquidation preferences, any or all of which may be greater than
the rights of the common stock. Our board of directors, without shareholder
approval, may issue preferred stock with voting, conversion of other rights that
could adversely affect the voting power and other rights of the holder of common
stock. Therefore, our preferred stock may be issued quickly, with terms that may
delay or prevent a change in control or make removal of management more
difficult. Additionally, the issuance of preferred stock may have the effect of
decreasing the market price of the common stock and may adversely affect the
voting and other rights of the holders of common stock.
WARRANTS
We have issued four warrants to purchase an aggregate of 450,000 shares of
our common stock at an exercise price of $1.50 per share. The warrants expire on
December 29, 2005, and are exercisable at any time. We have also issued one
warrant to purchase 100,000 shares of our common stock at an exercise price of
$1.00 per share. This warrant expires on February 26, 2005, and is exercisable
at any time. The warrants do not confer upon the holders any voting or other
rights of our shareholders.
We also have issued 1,000,000 Series B warrants to purchase an aggregate
of 3,500,000 shares of our Series B preferred stock. The Series B warrants
expire on December 15, 1999. Each Series B warrant allows the owner to purchase
3.5 shares of Series B preferred stock at a price of $1.00 per share. Upon
issuance, each share of Series B preferred stock will be convertible into 3.5
shares of our common stock. The Series B preferred stock will have no voting
power, except as expressly provided under Nevada Law.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for Wattage Monitor's Common Stock is
American Securities Transfer & Trust, Inc. As neither the convertible preferred
stock, the warrants nor the options is registered, Wattage Monitor acts as its
own Transfer Agent and Registrar as to such securities.
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