FORM 8-A/A1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
n-GEN SOLUTIONS.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1469564
(State of incorporation or organization) (I.R.S. Employer Identification No.)
n-GEN SOLUTIONS.COM, INC.
410 17TH STREET, SUITE 1940
DENVER, COLORADO 80202
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered: Market of Exchange on which
Each class is to be registered:
Common Stock, $.0001 par value Boston Stock Exchange
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(Title of Class)
Common Stock Purchase Warrants Boston Stock Exchange
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act: NONE
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. [X]
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. [ ]
Securities Act registration statement file number to which this form
relates: 333-33416
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK
The authorized capital stock of n-Gen Solutions.Com, Inc. (the
"Company" or "n-GEN") consists of 30,000,000 shares consisting of
25,000,000 shares of Common Stock and 5,000,000 shares of Preferred
Stock, $.0001 value. There are presently 5,940,000 issued and
outstanding shares of Common Stock. Holders of the Common Stock do not
have preemptive rights to purchase additional shares of Common Stock or
other subscription rights. The Common Stock carries no conversion rights
and is not subject to redemption or to any sinking fund provisions. All
shares of Common Stock are entitled to share equally in dividends from
sources legally available therefore when, as and if declared by the Board
of Directors and, upon liquidation or dissolution of the Company, whether
voluntary or involuntary, to share equally in the assets of the Company
available for distribution to stockholders. All outstanding shares are
validly authorized and issued, fully paid and nonassessable. The Board
of Directors is authorized to issue additional shares of Common Stock,
not to exceed the amount authorized by the Company's Certificate of
Incorporation and amendments thereto, and to issue options and warrants
for the purchase of such shares on such terms and conditions and for such
consideration as the Board may deem appropriate without further
stockholder action. Each holder of Common Stock is entitled to one vote
per share on all matters on which such stockholders are entitled to vote.
Since the shares of Common Stock do not have cumulative voting rights,
the holders of more than 50% of the shares voting for the election of
Directors can elect all Directors if they choose to do so and, in such
event, the holders of the remaining shares will not be able to elect any
person to the Board of Directors. The above description concerning the
Common Stock of the Company does not purport to be complete. Reference
is made to the Company's Certificate of Incorporation and By-laws, which
are available for inspection at the Company's principal executive
offices, as well as to the applicable statutes of the State of Delaware
for a more complete description concerning the rights and liabilities of
stockholders under Delaware law.
Upon completion of our proposed public offering, we will have
outstanding 7,645,250 shares of Common Stock, which includes 5,940,000
shares outstanding at March 31, 2000, 105,250 shares which will be issued
upon conversion of convertible promissory notes at completion of the
proposed public offering and 1,600,000 shares to be issued in the public
offering, assuming no exercise of the Underwriter's over-allotment option.
WARRANTS
Prior to the proposed public offering, there were no Warrants issued
and outstanding. The Warrants will be issued in registered form on the
date of the effective date of the definitive Prospectus ("Effective
Date") that is a part of the Registrant's Registration Statement No.
333-33416. The Company will enter into an agreement with Corporate Stock
Transfer, Inc., Denver, Colorado, as warrant agent (the "Warrant Agent").
The following discussion of certain terms and provisions of the Warrants
is qualified in its entirety by reference to the Warrant Agreement. A
form of the Warrant Agreement is filed as an exhibit to this Registration
Statement and is incorporated by reference.
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Each of the Warrants entitles the registered holder to purchase one
share of common stock. The Warrants are exercisable at a price of $5.50
(which exercise price has been arbitrarily determined by n-GEN and the
Underwriter) subject to certain adjustments. The Warrants are entitled to
the benefit of adjustments in their exercise prices and in the number of
shares of common stock or other securities deliverable upon the exercise
thereof in the event of a stock dividend, stock split, reclassification,
reorganization, consolidation or merger.
The Warrants may be exercised at any time and continuing thereafter
until the close of five years from the Effective Date, unless such period
is extended by n-GEN. After the expiration date, Warrant holders shall
have no further rights. Warrants may be exercised by surrendering the
certificate evidencing such Warrant, with the form of election to
purchase on the reverse side of such certificate properly completed and
executed, together with payment of the exercise price and any transfer
tax, to the Warrant Agent. If less than all of the Warrants evidenced by
a Warrant certificate are exercised, a new certificate will be issued for
the remaining number of Warrants. Payment of the exercise price may be
made by cash, bank draft or official bank or certified check equal to the
exercise price.
Warrant holders do not have any voting or any other rights as
shareholders of n-GEN. n-GEN has the right at any time to redeem the
Warrants, at a price of $.05 per warrant, by written notice to the
registered holders thereof, mailed not less than thirty (30) nor more
than sixty (60) days prior to the Redemption Date. n-GEN may exercise
this right only if the closing bid price for the Common Stock equals or
exceeds $10 per share during a thirty (30) consecutive trading day period
ending no more than fifteen (15) days prior to the date that the notice
of redemption is mailed, provided there is then a current registration
statement under the Securities Act of 1933, as amended (the "Act") with
respect to the issuance and sale of Common Stock upon the exercise of the
Warrants. If n-GEN exercises its right to call Warrants for redemption,
such Warrants may still be exercised until the close of business on the
day immediately preceding the Redemption Date. If any Warrant called for
redemption is not exercised by such time, it will cease to be
exercisable, and the holder thereof will be entitled only to the
repurchase price. Notice of redemption will be mailed to all holders of
Warrants of record at least thirty (30) days, but not more than sixty
(60) days, before the Redemption Date. The foregoing notwithstanding,
n-GEN may not call the Warrants at any time that a current registration
statement under the Act is not then in effect. Any redemption of the
Warrants during the one-year period commencing on the Effective Date
shall require the written consent of the Underwriter.
The Warrant Agreement permits n-GEN and the Warrant Agent, without
the consent of Warrant holders, to supplement or amend the Warrant
Agreement in order to cure any ambiguity, manifest error or other
mistake, or to address other matters or questions arising thereafter that
n-GEN and the Warrant Agent deem necessary or desirable and that do not
adversely affect the interest of any Warrant holder. n-GEN and the
Warrant Agent may also supplement or amend the Warrant Agreement in any
other respect with the written consent of holders of not less than a
majority of the number of Warrants then outstanding; however, no such
supplement or amendment may (i) make any modification of the terms upon
which the Warrants are exercisable
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or may be redeemed; or (ii) reduce the percentage interest of the holders
of the Warrants without the consent of each Warrant holder affected thereby.
In order for the holder to exercise a Warrant, there must be an
effective registration statement, with a current prospectus on file with
the Securities and Exchange Commission covering the shares of common
stock underlying the Warrants, and the issuance of such shares to the
holder must be registered, qualified or exempt under the laws of the
state in which the holder resides. If required, n-GEN will file a new
registration statement with the Securities and Exchange Commission with
respect to the securities underlying the Warrants prior to the exercise
of such Warrants and will deliver a prospectus with respect to such
securities to all holders thereof as required by Section 10(a)(3) of the
Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
The following documents are filed as exhibits to this registration statement:
EXHIBIT NO. DESCRIPTION
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1.1 Form of Underwriting Agreement(1)
1.2 Form of Participating Dealer Agreement(1)
3.1 Certificate of Incorporation dated July 13, 1998(1)
3.2 Bylaws(1)
3.3 Amendment to Certificate of Incorporation dated
January 19, 2000(1)
4.1 Form of Underwriter's Warrant Agreement(1)
4.2 Warrant Agreement between the Company and American
Securities Stock Transfer(1)
4.3 Form of Specimen Stock Certificate(1)
4.4 Form of Specimen Warrant Certificate(1)
4.5 Warrant Agreement between the Company and Corporate
Stock Transfer, Inc.
4.6 Form of Specimen Warrant Certificate
4.7 Form of Specimen Stock Certificate
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(1) Incorporated by Reference to the Exhibit to the Registrant's
Registration Statement on Form SB-2 (File #333-33416).
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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.
n-GEN SOLUTIONS.COM, INC.
Date: June 2, 2000 By: /s/ ROBERT D. ARNOLD
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Robert D. Arnold
Chairman and Chief Executive Officer
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