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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
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
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WorldQuest Networks, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2838415
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
16990 Dallas Parkway, Suite 220
Dallas, Texas 75248
(Address of Principal Executive Offices) (Zip Code)
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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), 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), check the following box. [X]
Securities Act Registration Statement File Number
To Which This Form Relates: 333-93019.
Securities To Be Registered Pursuant To Section 12(b) of the Exchange Act: None.
Securities To Be Registered Pursuant To Section 12(g) of the Exchange Act:
common stock
$0.01 par value per share
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the Common Stock, $0.01 par value per share,
of WorldQuest Networks, Inc. (the "Registrant"), which is to be
registered hereunder is contained under the caption "Description of
Capital Stock" in the Registration Statement on Form SB-2 (File No.
333-93019) filed by the Registrant with the
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Securities and Exchange Commission on December 17, 1999, as amended
from time to time (the "Registration Statement") and in the Prospectus
included in the Registration Statement. Such description is hereby
incorporated by reference.
Item 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
Description
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1. Certificate of Incorporation of the Registrant. Reference is made
to Exhibit 3.1 to the Registration Statement.
2. Bylaws of the Registrant. Reference is made to Exhibit 3.2 to the
Registration Statement.
3. Specimen Common Stock Certificate. Reference is made to Exhibit
4.1 to the Registration Statement.
4. Amended and Restated Note dated May 5, 1999 payable to WorldQuest
Networks, LLC (now known as Eagle Capital LLC). Reference is made
to Exhibit 4.2 to the Registration Statement.
5. Form of Warrant Agreement between the Registrant and the
representatives of the underwriters, including form of
Representatives' Warrant. Reference is made to Exhibit 4.3 to the
Registration Statement. *
6. Amended and Restated Note dated August 15, 1999 payable to Eagle
Capital Venture, LLC which replaces the Amended and Restated Note
filed as Exhibit 4. Reference is made to Exhibit 4.4 to the
Registration Statement.
7. Form of Unsecured Subordinated Convertible Promissory Note issued
in the private placement closed in December 1999 (the "Private
Placement"). Reference is made to Exhibit 4.5 to the Registration
Statement.
8. Form of Warrant issued in the Private Placement. Reference is
made to Exhibit 4.6 to the Registration Statement.
9. Joint Venture Agreement dated April 9, 1999 between the
Registrant and BDC, LLC. Reference is made to Exhibit 10.1 to the
Registration Statement.
10. Amended 1997 Stock Option Plan. Reference is made to Exhibit 10.2
to the Registration Statement.
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11. Stock Option Agreement dated December 7, 1998 granted to Michael
R. Lanham by the Registrant. Reference is made to Exhibit 10.3 to
the Registration Statement.
12. Stock Transfer Agreement dated December 7, 1998 between
WorldQuest Communications, Inc. and WorldQuest Networks, LLC and
the Registrant. Reference is made to Exhibit 10.4 to the
Registration Statement.
13. Amendment and Clarification Agreement dated September 27, 1999
between WorldQuest Communications, Inc., WorldQuest Networks,
Inc. and Eagle Venture Capital, LLC, amending and clarifying the
Stock Transfer Agreement filed as Exhibit 12. Reference is made
to Exhibit 10.5 to the Registration Statement.
14. Form of Registration Rights Agreement to be executed in
connection with the Private Placement.
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* To be filed with Amendment No. 2 to the Registration Statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
WORLDQUEST NETWORKS, INC.
By: /s/ Mark C. Levy
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Name: Mark C. Levy
Title: Chief Financial Officer
(Principal Financial Officer)
Date: January 31, 2000
