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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
Preferred Stock Purchase Rights
(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.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
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.+
4.2 Form of Rights Agreement.*
</TABLE>
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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 24, 2000 ZLand.com, Inc.
By: /s/ John W. Veenstra
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John W. Veenstra,
Chief Executive Officer
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EXHIBIT 4.1
COMMON STOCK COMMON STOCK
[SEAL] ZLAND.COM(TM) [SEAL]
ZL
ZLAND.COM, INC.
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 98974Q 10 8
THIS CERTIFIES THAT
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF
ZLAND.COM, INC. CERTIFICATE OF STOCK transferable on the books of the
Corporation by the holder hereof 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.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED
AMERICAN STOCK TRANSFER &
TRUST COMPANY
(NEW YORK, NY)
TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
/s/ [Signature Illegible] [ZLAND.COM, INC. /s/ [Signature Illegible]
SECRETARY CORPORATE CHAIRMAN
SEAL 1999
DELAWARE*]
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The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.
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:
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<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ...................Custodian...............
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act........................................
in common (State)
UNIF TRF MIN ACT -- .............Custodian (until age.........)
(Cust)
....................under Uniform Transfers
(Minor)
to Minors Act..............................
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,___________________________hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated________________________
X_______________________________________________
X_______________________________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
NOTICE: FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed
By___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
