UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (b) OF THE
SECURITIES EXCHANGE ACT OF 1934
ROEX, INC.
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California 333-92299
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(State of incorporation of organization) (IRS Employer Identification Number)
2081 Business Center Drive, Suite 185
Irvine, CA 92612
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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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:
No. 333-92299
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Roex, Inc., (the "Registrant") is registering its Common Stock, no par value per
share ("Common Stock"). Information concerning the Common Stock is included
under the caption "Description of Capital Stock" in the Registrant's
Registration Statement on Form SB-2 originally filed with the Securities and
Exchange Commission on December 8, 1999, and as amended from time to time
thereafter (Registration No. 333-92299), which Registration Statement is
incorporated herein by reference.
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Item 2. Exhibits
The following exhibits are incorporated herein by reference to the Company's
Registration Statement on Form SB-2 originally filed with the Securities and
Exchange Commission on December 8, 1999, as amended (Registration No.
333-92299).
EXHIBIT
NUMBER DESCRIPTION
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1 Form of Managing Placement Agent (Underwriter) Agreement
3 Charter Documents
3.1 Articles of Incorporation
3.2 Bylaws
4 Instruments defining rights of holders
4.1 Form of Convertible Promissory Note issued
October 1998
4.2 Form of Convertible Promissory Note issued
between July and October 1999
4.3 Subscription Agreement for this Offering
4.4 Form of Underwriter's Warrant
5 Opinion of Law Offices of William B. Barnett
10 Material Contracts
10.1 Form of Escrow Agreement with Wells Fargo
Bank, N.A. applicable to this Offering
10.2 1999 Stock Incentive Plan
10.3 Form of Officer and Director Indemnification
Agreement
10.4 Loan Restructure Agreement with Bison
Development Fund, L.P.
10.5 Stock Option granted to Bison Development
Fund, L.P.
10.6 Employment Agreement dated November 1, 1998,
between Roex and Rodney H. Burreson
10.7 Royalty Agreement dated July 23, 1996, between
Roex, Inc. and Dennis F. Gibson
23 Consents of Experts and Counsel
23.1 Consent of Law Offices of William B. Barnett
(filed as part of Exhibit 5 hereto)
23.2 Consent of Stonefield, Josephson, Inc.
SIGNATURE
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.
ROEX, INC.
(Registrant)
Date: October 25, 2000 By: ____________________________________
Peter Weber, Chief Financial Officer
