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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
PREDICT IT INC.
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(Exact name of registrant as specified in its charter)
Delaware 84-1433978
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
694 Eighth Avenue
New York, New York 10036
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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
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
August 13, 1999, as part of the Registrant's Form SB-2 Registration Statement
under the Securities Act of 1933, as amended, Number 333-76519, and all
amendments thereto, ("Registrant's Form SB-2"), contained under "Description of
The Capital Stock" (pages 41-43), 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 41-43 from the Registrant's Form SB-2
2 Registrant hereby incorporates by reference the Certificate of
Incorporation as Amended by the Registrant, filed as Exhibit 3.1
to the Registrant's Form SB-2
3 Registrant hereby incorporates by reference the By-laws of the
Registrant, filed as Exhibit 3.2 to the Registrant's Form SB-2
4 Registrant hereby incorporates by reference the Registrant's
Certificate of Designation of Series A Preferred Stock,
filed as Exhibit 4.1 to the Registrant's Form SB-2
5 Registrant hereby incorporates by reference the Specimen of
Common Stock of the Registrant, filed as Exhibit 4.2 to the
Registrant's Form SB-2
6 Registrant hereby incorporates by reference the Registration
Rights Agreement by and among Predict It Inc. and Certain
Shareholders, filed as Exhibit 4.3 to the Registrant's Form SB-2
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: November 23, 1999
PREDICT IT INC.
By: /s/ Andrew P. Merkatz
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Name: Andrew P. Merkatz
Title: President
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Any of our stockholders who may be "affiliated purchasers," as defined in
Regulation M, have been further advised that they must coordinate their sales
under this prospectus with each other and us for the purposes of Regulation M.
To the extent required under the Securities Act, a supplemental prospectus
will be filed, disclosing:
o The name of any such broker-dealers;
o The number of securities involved;
o The price at which such securities are to be sold;
o The commissions paid or discounts or concessions allowed to such
broker-dealers, where applicable;
o That such broker-dealers did not conduct any investigation to verify the
information set out in this Prospectus, as supplemented; and
o Other facts material to the transaction.
There is no assurance that any of our stockholders will sell any of our
common stock.
We have agreed to keep the registration statement relating to the offering
and sale by our stockholders continuously effective until the earlier of the
sale of all their common stock or 12 months from the date of this prospectus.
DESCRIPTION OF THE CAPITAL STOCK
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 as set forth below.
Our Amended and Restated Certificate of Incorporation, By-laws and the
Registration Rights Agreement described below are included as exhibits to the
Registration Statement of which this prospectus forms a part.
COMMON STOCK
Our authorized common stock consists of 25,000,000 shares of common stock.
As of November 1, 1999, we had issued and outstanding 11,803,448 shares of
common stock (including 500,000 shares of common stock that are being held in
escrow pending Predict It achieving certain milestones). As of November 1, 1999,
there were approximately 25 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;
and
o 206,750 shares of our common stock for existing options.
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 stockholders. 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 November 1, 1999, 1,000,000 shares of our Series A
Preferred Stock were issued and outstanding, held by approximately 15 registered
holders. The holders of our Series A Preferred Stock have no voting power
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except as is expressly provided under Delaware law. Each share of our Series A
Preferred Stock is convertible into one share of our common stock at the option
of the holders of Series A Preferred Stock.
Pursuant to our articles of incorporation, our board of directors has the
authority, without further action by the stockholders, to issue shares of our
preferred stock in one or more series 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 stockholder 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 our 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.
REGISTRATION RIGHTS
In connection with our acquisition of Virtual Stock Exchange, Messrs.
Cheng, Yen and Appleby, who received in the aggregate 2,700,000 shares of our
common stock (including 500,000 shares of common stock that are being held in
escrow pending Predict It achieving certain milestones) pursuant to such
acquisition, are entitled to certain rights with respect to the registration of
such shares under the Securities Act. They are entitled to certain demand
registration rights pursuant to which they may require Predict It to file a
registration statement under the Securities Act at our expense with respect to
all or a portion of the shares of common stock held by either of them, their
affiliates and permitted transferees, and we are required to use commercially
reasonable efforts to effect such registration. If Predict It proposes to
register any of its securities under the Securities Act, either for its own
account or for the account of other security holders (other than a registration
of our securities filed on Form S-4 or S-8 of the Securities Act), Messrs.
Cheng, Yen and Appleby are entitled to certain "piggy back" registration rights
pursuant to which they may require us to include all or a portion of their
shares in such registration. In addition, pursuant to his employment agreement,
Mr. Merkatz is entitled to certain "piggy back" registration rights pursuant to
which he may require us to include all or a portion of his shares in such
registration. All of these registration rights are subject to certain conditions
and limitations, among them the right of an underwriter of an offering to limit
the number of shares included in such registration, and our right not to effect
a demand registration during the period starting with the fourteenth day
immediately preceding the date of an anticipated filing by us of, and ending on
a date ninety (90) days following the effective date of, a registration
statement pertaining to this offering.
OPTIONS
We have issued 25 options to purchase an aggregate of 1,792,504 shares of
our common stock representing the following:
o an option to purchase 100,000 shares of our common stock at an
exercise price of $.60 per share, vesting in quarterly amounts over
a period of one year, commencing April 28, 1999;
o an option to purchase 537,198 shares of our common stock at an
exercise price of $2.00 per share, of which one-third shall vest on
May 19, 2000 and the remaining two-thirds shall vest every 6 months
thereafter, in one-sixth increments commencing May 19, 1999;
o an option to purchase 125,000 shares of our common stock at an
exercise price of $.30 per share, which vested as of January 11,
1999;
o an option to purchase 100,000 shares of our common stock at an
exercise price of $2.30 per share, of which one-third shall vest on
June 4, 2000 and the remaining two-thirds shall vest every 6 months
thereafter, commencing as of June 24, 1999 in one-sixth increments;
o an option to purchase 40,000 shares of our common stock at an
exercise price of $2.30 per share, of which one-third shall vest on
June 4, 2000 and the remaining two-thirds shall vest every 6 months
thereafter, commencing as of June 24, 1999 in one-sixth increments;
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o an option to purchase 27,250 shares of our common stock at an
exercise price of $2.30 per share, of which one-third shall vest on
June 24, 2000 and the remaining two-thirds shall vest every
6 months thereafter, commencing as of June 24, 1999 in one-sixth
increments;
o an option to purchase 10,000 shares of our common stock at an
exercise price of $2.30 per share, of which one-third shall vest on
November 23, 1999 and the remaining two-thirds shall vest every
6 months thereafter, commencing as of June 24, 1999 in one-sixth
increments;
o an option to purchase 81,750 shares of our common stock at an
exercise price of $.245 per share, vesting over 3 years, commencing
as of July 19, 1999;
o an option to purchase 214,879 shares of common stock at an exercise
price of $3.75 per share, of which one-third shall vest on May 19,
2000 and the remaining two-thirds shall vest every 6 months
thereafter, commencing as of May 19, 1999 in one-sixth increments;
o an option to purchase 30,000 shares of common stock at an exercise
price of $2.00 per share, of which one-third shall vest on July 21,
2000 and the remaining two-thirds shall vest every 6 months
thereafter, commencing as of July 27, 1999 in one-sixth increments;
o an option to purchase 120,000 shares of our common stock at an
exercise price of $2.00 per share, of which one-third shall vest on
July 26, 2000 and the remaining two-thirds shall vest every
6 months thereafter, commencing as of July 27, 1999 in one-sixth
increments;
o an option to purchase 4,000 shares of our common stock at an
exercise price of $2.00 per share, of which one-third shall vest on
July 26, 2000 and the remaining two-thirds shall vest every
6 months thereafter, commencing as of July 27, 1999 in one-sixth
increments;
o an option to purchase 25,000 shares of common stock at an exercise
price $2.00 per share, of which one-twelfth shall vest on
January 27, 2000 and the remaining eleven-twelfths shall vest every
3 months thereafter, commencing as of July 27, 1999 in one-twelfth
increments;
o an option to purchase 70,000 shares of our common stock at an
exercise price of $1.50 per share, of which one-third shall vest on
September 27, 2000 and the remaining two-thirds shall vest every 6
months thereafter, in one-sixth increments, commencing as of
September 27, 1999;
o an option to purchase 35,000 shares of our common stock at an
exercise price of $1.50 per share, of which one-third shall vest on
September 27, 2000 and the remaining two-thirds shall vest every 6
months thereafter, in one-sixth increments, commencing as of
September 27, 1999;
o three options to purchase 15,000 shares of our common stock at an
exercise price of $1.50 per share, of which one-third shall vest on
September 27, 2000 and the remaining two-thirds shall vest every 6
months thereafter, in one-sixth increments, commencing as of
September 27, 1999;
o two options to purchase 10,000 shares of our common stock at an
exercise price of $1.50 per share, of which one-third shall vest on
September 27, 2000 and the remaining two-thirds shall vest every 6
months thereafter, in one-sixth increments, commencing as of
September 27, 1999;
o two options to purchase 5,000 shares of our common stock at an
exercise price of $1.50 per share, of which one-third shall vest on
September 27, 2000 and the remaining two-thirds shall vest every 6
months thereafter, in one-sixth increments, commencing as of
September 27, 1999;
o an option to purchase 20,000 shares of our common stock at an
exercise price of $1.50 per share, of which one-third shall vest on
October 15, 2000 and two-thirds shall vest every 6 months
thereafter, in one-sixth increments, commencing as of October 15,
1999;
o an option to purchase 9,421 shares of our common stock at an
exercise price of $1.75 per share, of which one-third shall vest on
May 19, 2000 and the remaining two-thirds shall vest every 6 months
thereafter, in one-sixth increments.
o an option to purchase 168,006 shares of our common stock at an
exercise price of $2.62 per share, of which one-third shall vest on
May 19, 2000 and the remaining two-thirds shall vest every 6 months
thereafter, in one-sixth increments.
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