SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CYBEROAD.COM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 65-0916440
(State of Incorporation or Organization) (IRS Employer
Identification No.)
OFICENTRO SABANA SUR
EDIFICIO 7, 5 PISO
SAN JOSE, COSTA RICA
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the registration
registration of a class of of a class of securities pursuant to
securities pursuant to Section 12(b) Section 12(g) of the Exchange Act and is
of the Exchange Act and effective pursuant to General
is effective pursuant to General Instruction A.(d), please check the
Instruction A.(c), please following box. [ X ]
check the following box. []
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO
WHICH THIS FORM RELATES: 333-31068 .
---------------------------
(if applicable)
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
------------------- ------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $.00001 per share None
Page 1
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
For a description of the Common Stock being registered, reference is made
to the section entitled "Description of Capital Stock" included in the
Prospectus (the "Prospectus") contained in the Registrant's Registration
Statement on Form SB-2, File No. 333-31068, filed with the Securities and
Exchange Commission on February 24, 2000, as amended on May 19, 2000 (the
"Registration Statement"). A copy of page 37 of the Prospectus is attached as
Exhibit 3 to this filing pursuant to Rule 12b-23 under the Securities Exchange
Act of 1934, as amended.
ITEM 2. EXHIBITS.
--------
The following exhibits are filed as a part of this Registration Statement
1. Articles of Incorporation of the Registrant. (Incorporated by reference to
Exhibit 3.1 to the Registration Statement).
2. Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the
Registration Statement).
3. Page 37 of the Prospectus.
Page 2
<PAGE>
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.
CYBEROAD.COM CORPORATION
Dated: June 21, 2000 /S/ JOHN COFFEY
---------------------------------------------
John Coffey
President and Director
Page 3
<PAGE>
EXHIBIT 3
---------
We will pay all expenses of the registration of the shares, including, without
limitation, SEC filing fees and expenses of compliance with state securities or
"blue sky" laws; provided, however, that the Selling Security Holders will pay
all underwriting discounts and selling commissions, if any.
DESCRIPTION OF CAPITAL STOCK
We are authorized to issue a total of 500,000,000 shares of common stock,
par value $0.00001 per share. As of March 31, 2000, 14,159,009 shares of our
common stock were issued and outstanding.
VOTING RIGHTS; DIVIDENDS; PREEMPTION; REDEMPTION; CONVERSION; LIQUIDATION
The holders of common stock (i) are entitled to one vote per outstanding
share on all matters requiring shareholder action, (ii) have no preemptive or
other rights and there are no redemption, sinking fund or conversion privileges
applicable thereto and (iii) are entitled to receive dividends as and when
declared by the board of directors out of funds legally available therefore.
Upon liquidation, dissolution or winding up of cyberoad.com, the holders of
common stock are entitled to share ratably in all assets remaining after payment
of liabilities.
COMPENSATION OPTIONS
Thomson Kernaghan & Co. Limited is the registered holder of options to
purchase 220,000 shares of common stock of cyberoad.com at an exercise price of
$1.00 per share. These options are exercisable at any time and from time to time
until June 30, 2001. Thomson Kernaghan & Co. Limited is the registered holder of
options to purchase 71,375 shares of common stock of cyberoad.com at an exercise
price of $3.50 per share. These options are exercisable at any time and from
time to time until November 11, 2001.
TRANSFER AGENT
cyberoad.com's transfer agent is Interwest Transfer Co., Inc.. The transfer
agent's mailing address is 1981 East 4800 South, Suite 100, Salt Lake City, UT
84117.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation, as amended, provide that in our Bylaws, we
shall have the power to indemnify our directors and executive officers and any
of our other officers, employees and agents against any contingency or peril, as
may be determined to be in the best interests of cyberoad.com. Our Articles of
Incorporation, as amended, also empower us to purchase insurance on behalf of
any person whom we are required or permitted to indemnify.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
Page 4
