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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
ZLAND.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-3073713
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
27081 Aliso Creek Road, Aliso Viejo, California 92656
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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 Act registration statement file number to which this Form relates:
333-33462
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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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
Preferred Stock Purchase Rights
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration with the
Securities and Exchange Commission of shares of common stock, par value $0.01
per share (the "Common Stock") and preferred stock purchase rights (the
"Rights"), of ZLand.com, Inc. (the "Registrant"). The description of the Common
Stock and the Rights to be registered hereunder is contained in the section
entitled "Description of Capital Stock," commencing at page 46 of the
Registrant's Registration Statement on Form S-1 (No. 333-33462) as filed with
the Securities and Exchange Commission on March 29, 2000, and as amended from
time to time, and such description is incorporated herein by this reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
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3.1 Second Restated Certificate of Incorporation of the
Registrant.*
3.2 Form of Certificate of Designation of Series A Junior
Participating Preferred Stock.*
3.3 Bylaws of the Registrant.*
4.1 Specimen Common Stock Certificate (the security to be
registered hereunder) as in use by the Registrant prior to the
effectiveness of the Registrant's Registration Statement on
Form S-1 (No. 333-33462) filed with the Securities and
Exchange Commission on March 29, 2000.+
4.2 Form of Rights Agreement.*
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* Incorporated by reference to the similarly numbered exhibit to the
Registrant's Registration Statement on Form S-1 (No. 333-33462) filed
with the Securities and Exchange Commission on March 29, 2000, as
amended from time to time.
+ 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 Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: April 13, 2000 ZLand.com, Inc.
By: /s/ John W. Veenstra
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John W. Veenstra,
Chief Executive Officer
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SEE REVERSE SIDE FOR RESTRICTIVE LEGEND(S)
July 29, 1999
CERTIFICATE NUMBER SHARES
_____________ ____________
ZLand.com, Inc.
A Delaware Corporation
THIS CERTIFIES THAT *BLANK* IS THE REGISTERED HOLDER OF __________ SHARES OF
THE COMMON STOCK OF
ZLand.com, Inc.
HEREINAFTER DESIGNATED "THE CORPORATION", TRANSFERABLE ONLY ON THE SHARE
REGISTER OF THE CORPORATION UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED OR ASSIGNED.
This certificate and the shares represented thereby shall be held subject
to all the provisions of the Certificate of Incorporation and the Bylaws of
said Corporation, and any amendments thereto, a copy of each of which is on
file at the office of the Corporation, and made a part hereof as fully as
though the provisions of said Certificate of Incorporation and Bylaws were
imprinted in full on this certificate, to all of which the holder of this
certificate, by acceptance hereof, assents and agrees to be bound.
Any stockholder may obtain from the principal office of the Corporation,
upon request and without charge, a statement of the number of shares
constituting each class or series of Stock and the designation thereof; a copy
of the rights, preferences, privileges and restrictions granted to or imposed
upon the respective classes or series of stock and upon the holders thereof by
said Certificate of Incorporation and the Bylaws.
WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED
OFFICERS.
DATED: March 31, 2000.
__________________________________ __________________________________
Gregg A. Amber, Secretary John W. Veenstra, CEO
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FOR VALUE RECEIVED, I DO HEREBY SELL, ASSIGN, AND TRANSFER UNTO ________________
____________________________ SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND
DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT _________________________________,
AS ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED ______________, ______ __________________________________
(Shareholder)
In the presence of
__________________________________ __________________________________
(Witness) (Shareholder)
NOTICE: THE SIGNATURE PAGES OF THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR REGISTERED OR QUALIFIED
UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS QUALIFIED AND REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE OPTION HELD BY ISSUER
OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND
THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST
REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES.
