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As filed with the Securities and Exchange Commission on July 14, 2000.
Registration No. __________
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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
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eROOMSYSTEM TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 87-0540713
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3770 Howard Hughes Parkway, Suite 175, Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box./ /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box./ /
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:
333-34882
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
<S> <C>
N/A N/A
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference is the description of the common stock
of eRoomSystem Technologies, Inc., $.001 par value per share, set forth under
the heading "Description of Capital Stock" contained in the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-34882) under the
Securities Act of 1933, as initially filed on April 14, 2000 and as amended.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this registration
statement:
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
<S> <C>
2.01 Agreement and Plan of Reorganization by and between
RoomSystems International Corporation and RoomSystems,
Inc. dated December 31, 1999, incorporated by
reference to Exhibit 2.01 to the Registrant's
Registration Statement on Form SB-2, as filed with the
Securities and Exchange Commission on April 14, 2000
(File No. 333-34882) (the "Registration Statement").
2.02 Transfer Pricing Agreement by and between RoomSystems
International Corporation and RoomSystems, Inc. dated
December 31, 1999, incorporated by reference to
Exhibit 2.02 to the Registration.
3.01 Amendment and Restatement of Articles of
Incorporation, incorporated by reference to Exhibit
3.01 to the Registration Statement.
3.06 Amended and Restated Bylaws, incorporated by reference
to Exhibit 3.05 to the Registrant's Pre-Effective
Amendment No. 1 to its Registration Statement on Form
SB-2, as filed with the Securities and Exchange
Commission on June 9, 2000).
3.07 Second Amendment and Restatement of Articles of
Incorporation, incorporated by reference to Exhibit
3.07 to the Registrant's Pre-Effective Amendment No. 2
to its Registration Statement on Form SB-2, as filed
with the Securities and Exchange Commission on July
14, 2000)
3.08 Second Amended and Restated Bylaws, incorporated by
reference to Exhibit 3.08 to the Registrant's
Pre-Effective Amendment No. 2 to its Registration
Statement on Form SB-2, as filed with the Securities
and Exchange Commission on July 14, 2000)
4.01 Form of Common Stock Certificate, incorporated by
reference to Exhibit 4.01 to the Registration.
</TABLE>
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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.
eROOMSYSTEM TECHNOLOGIES, INC.
Date: July 14, 2000
By: /s/ GREGORY L. HRNCIR
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Gregory L. Hrncir
General Counsel and Secretary
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