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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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
BILLSERV.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 74-2418590
(State or Other Jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
211 NORTH LOOP 1604 EAST
SUITE 100
SAN ANTONIO, TEXAS 78232
(Address of Principal (Zip Code)
Executive Offices)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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Title of each class Name of each exchange on
to be so registered which each class is to be registered
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None None
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
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Common Stock Purchase Rights
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 4, 2000, the Board of Directors of billserv.com, Inc., a Nevada
corporation (the "Company"), declared a dividend of one Right for each
outstanding share of Common Stock, par value $0.01 per share, of the Company
(the "Common Stock"). The dividend is payable to holders of record of Common
Stock at the close of business on October 4, 2000. Each Right entitles the
registered holder to purchase from the Company one share of Common Stock, at a
purchase price of $14 (the "Purchase Price"). The terms and conditions of the
Rights are contained in a Rights Agreement dated as of October 4, 2000 between
billserv.com, Inc. and American Stock Transfer & Trust Company (the "Rights
Agreement").
As discussed below, initially the Rights will not be exercisable,
certificates for the Rights will not be issued and the Rights will automatically
trade with the Common Stock.
Until the close of business on the Distribution Date, that will occur on
the earlier of (i) the tenth day following the public announcement that a person
or group of affiliated or associated persons ("Acquiring Person") other than the
Company, any subsidiary of the Company or any employee benefit plan or employee
stock plan of the Company or of any subsidiary of the Company ("Exempt Person")
has acquired, or obtained the right to acquire, beneficial ownership of 20% or
more of the outstanding Common Stock (the "Stock Acquisition Date") or (ii) the
tenth business day following the commencement by any person (other than an
Exempt Person) of, or the announcement of the intention to commence, a tender or
exchange offer that would result in the ownership of 20% or more of the
outstanding Common Stock (the earlier of such dates in clauses (i) and (ii)
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of October 4,
2000, by such Common Stock certificate, together with a copy of a Summary of
Rights (the "Summary of Rights"). The Rights Agreement provides that, until the
Distribution Date (or the earlier redemption or expiration of the Rights), the
Rights will be represented by and transferred with, and only with, the Common
Stock. Until the Distribution Date (or the earlier redemption or expiration of
the Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuance of shares of Common Stock will contain a legend
incorporating the Rights Agreement by reference. Until the Distribution Date (or
the earlier redemption or expiration of the Rights), the surrender for transfer
of any of the Company's Common Stock certificates, with or without such legend
or a copy of the Summary of Rights, will also constitute the surrender for
transfer of the Rights associated with the Common Stock evidenced by such
certificates. As soon as practicable following the Distribution Date, separate
right certificates ("Right Certificates") will be mailed to holders of record of
Common Stock at the close of business on the Distribution Date, and thereafter
the Right Certificates alone will evidence the Rights, which will be
transferable separate and apart from the Common Stock.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on October 4, 2004, unless redeemed or
exchanged earlier as described below.
The Purchase Price payable and the number of shares of Common Stock or
other securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular cash dividends and dividends payable in Common Stock) or of subscription
rights or warrants.
If any Person (other than an Exempt Person) becomes the beneficial owner
of 20% or more of the then outstanding shares of Common Stock, each holder of a
Right, other than the Acquiring Person and/or its affiliates, associates and
transferees, will have the right to receive, upon payment of the Purchase Price,
a number of shares of Common Stock having a market value equal to twice the
Purchase Price. In the event that insufficient shares of Common Stock are
available for the exercise in full of the Rights, the Company shall, in lieu of
issuing shares of Common Stock upon exercise of Rights, to the extent permitted
by applicable law and any material agreements then in effect to which the
Company is a party, issue cash, property or other securities of the Company
(which may be accompanied by a reduction in the Purchase Price), in proportions
determined by the Company, so that the aggregate value of such cash, property or
other securities received is equal to twice the Purchase Price. After the
acquisition of shares of Common Stock by an Acquiring Person as described in
this paragraph, Rights that are (or, under certain
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circumstances, Rights that were) beneficially owned by an Acquiring Person or
its affiliates, associates and transferees will be void.
The Board of Directors may, at its option, at any time after a person
becomes an Acquiring Person, authorize the Company to exchange all or part of
the then outstanding and exercisable Rights for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, provided that the Board
of Directors may not effect such an exchange after the time that any Person
(other than an Exempt Person) becomes the beneficial owner of 50% or more of the
Common Stock then outstanding.
Unless the Rights are earlier redeemed, if, after the Stock Acquisition
Date, the Company is acquired in a merger or other business combination (in
which any shares of the Common Stock are changed into or exchanged for other
securities or assets) or more than 50% of the assets or earning power of the
Company and its subsidiaries (taken as a whole) is sold or transferred in one or
more transactions, other than a transfer to a lender (or an assignee of a
lender) of the Company pursuant to material agreements then in effect to which
the Company is a party, the Rights Agreement provides that proper provision
shall be made so that each holder of record of a Right will from and after that
time have the right to receive, upon payment of the Purchase Price, that number
of shares of common stock of the acquiring company which has a current market
price at the time of such transaction equal to twice the Purchase Price.
At any time until a person becomes an Acquiring Person, the Board of
Directors may cause the Company to redeem the Rights in whole, but not in part,
at a price of $0.001 per Right, subject to adjustment. Immediately upon the
effective time of the redemption authorized by the Board of Directors the right
to exercise the Rights will terminate, and the holders of the Rights will only
be entitled to receive the redemption price without any interest thereon.
As long as the Rights are redeemable, the Company may, except with respect
to the redemption price or the number of shares of Common Stock for which a
Right is exercisable, amend the Rights in any manner. At any time when the
Rights are not redeemable, the Company may amend the Rights in any manner that
does not adversely affect the interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including without limitation the right to vote or to
receive dividends.
The Board of Directors shall have the exclusive power and authority to
administer the Rights Plan and to exercise the rights and powers specifically
granted to the Board of Directors or the Company, or as may be necessary or
advisable in the administration of the Rights Plan.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to this Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company by
written request sent to billserv.com, Inc., 211 North Loop 1604 East, Suite 100,
San Antonio, Texas 78232, Attention: Secretary. This summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, as amended from time to time, which is
incorporated in this summary description by reference. In the event of a
conflict between this summary description and the Rights Agreement, the Rights
Agreement will prevail.
ITEM 2. EXHIBITS.
Pursuant to the instructions to Item 2 of Form 8-A, the following
documents are provided as Exhibits to this Form 8-A:
(a) EXHIBITS.
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EXHIBIT NO. DOCUMENT DESCRIPTION
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4.1 Rights Agreement by and between billserv.com,
Inc. and American Stock Transfer & Trust Company,
dated October 4, 2000.
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.
BILLSERV.COM, INC.
October 12, 2000
By: _________________________________
Michael R. Long, Chairman of the
Board and Chief Executive Officer
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INDEX TO EXHIBITS
PAGE NO. IN
EXHIBIT NO. DOCUMENT DESCRIPTION EXHIBIT VOLUME
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4.1 Rights Agreement by and between
billserv.com, Inc. and American Stock
Transfer & Trust, dated October 4, 2000.
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