UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
APROPOS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 36-3644751
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
ONE TOWER LANE, 28TH FLOOR, OAKBROOK TERRACE, IL 60181
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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
NONE NONE
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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:
Registration No. 333-90873
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON SHARES, PAR VALUE $.01 PER SHARE
(Title of class)
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EXPLANATORY NOTE: THIS FORM 8-A/A IS BEING FILED TO CHANGE THE SUBMISSION HEADER
OF THIS FORM 8-A FILED VIA EDGAR ON JANUARY 14, 2000 TO "8-A12G" INSTEAD OF
"8-A12B" AS ORIGINALLY FILED AND TO CHECK THE BOX ON THE COVER OF THIS FORM 8-A
WHICH STATES THAT THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES
PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Shares of Apropos Technology,
Inc. (the "Company") to be registered hereunder is set forth under the heading
"Description of Capital Stock" in the Company's Registration Statement on Form
S-1 (Registration No. 333-90873) (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission on November 12, 1999, as
amended by Amendment No. 1 and Amendment No. 2 to the Registration Statement,
which description is incorporated herein by reference. Any prospectus filed by
the Company pursuant to Rule 424(b) of the Securities Act of 1933 in connection
with the Registration Statement shall be deemed to be incorporated herein by
reference.
ITEM 2. EXHIBITS
* 1. Specimen Common Share Certificate.
2. Form of Amended and Restated Articles of Incorporation
of the Company to be filed with the State of Illinois
prior to effectiveness of the Registration Statement,
is incorporated herein by reference to Exhibit 3.1 to
Apropos Technology, Inc.'s Registration Statement on
Form S-1, Registration No. 333-90873.
3. Form of Amended and Restated By-laws of the Company to
be adopted prior to effectiveness of the Registration
Statement is incorporated herein by reference to
Exhibit 3.2 to Apropos Technology, Inc.'s Registration
Statement on Form S-1, Registration No. 333-90873.
* Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to this
amendment to this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 28, 2000 APROPOS TECHNOLOGY, INC.
By: /s/ Michael J. Profita
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Its: Chief Financial Officer
EXHIBIT 1
NUMBER SHARES
APROPOS TECHNOLOGY, INC.
[LOGO]
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INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS
COMMON SHARES COMMON SHARES
$0.01 PAR VALUE $0.01 PAR VALUE
CUSIP 038334 10 8
SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
is the owner of
COMMON SHARES OF APROPOS TECHNOLOGY, INC.
(hereinafter called the "Corporation"), transferable on the books of the
Corporation in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed. This certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.
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In Witness Whereof, the Corporation has caused this Certificate to be
signed by its duly authorized officers.
Dated:
/s/ Michael J. Profita /s/ Kevin G. Kerns
CHIEF FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER
VICE PRESIDENT, FINANCE, AND PRESIDENT
TREASURER AND SECRETARY
Countersigned and Registered:
HARRIS TRUST AND SAVINGS BANK
Transfer Agent and Registrar
By:___________________________________
Authorized Signature
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APROPOS TECHNOLOGY, INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS
A STATEMENT OF ALL OF THE DESIGNATIONS, PREFERENCES, QUALIFICATIONS,
LIMITATIONS, RESTRICTIONS, AND SPECIAL OR RELATIVE RIGHTS OF THE SHARES OF EACH
CLASS AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE RELATIVE RIGHTS AND
PREFERENCES BETWEEN THE SHARES OF EACH SUCH SERIES, SO FAR AS THE SAME HAVE BEEN
FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND
DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF TRANSFER MIN ACT - _____ Cust _____
TEN ENT - as tenants by the entireties (Custodian) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ____________________ hereby sell, assign and
transfer unto
TAXPAYER IDENTIFYING NUMBER
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(PLEASE PRINT OR TYPE - NAME AND ADDRESS OF ASSIGNEE
SHARES
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TAXPAYER IDENTIFYING NUMBER
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(PLEASE PRINT OR TYPE - NAME AND ADDRESS OF ASSIGNEE
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of the common shares represented by the within Certificate and do hereby
irrevocably constitute and appoint --------------------------------------------
Attorney to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises.
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Dated , 20__
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Signature(s)
IMPORTANT
BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH REQUIREMENTS PRINTED BELOW
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY, OR BY A NEW YORK OR MIDWEST STOCK EXCHANGE
MEMBER OR FIRM, WHOSE SIGNATURE IS KNOWN TO THE TRANSFER OFFICE.
Signature(s) Guaranteed
IMPORTANT
A NOTARY SEAL IS NOT ACCEPTABLE. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION SUCH AS A COMMERICAL BANKS, TRUST COMPANY,
SAVINGS AND LOAN, CREDIT UNION OR BROKER WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.
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Medallion Signature(s) Guarantee
