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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4109611
(State of Incorporation) (I.R.S. Employer Identification no.)
245 FIFTH AVENUE--SUITE 1600
NEW YORK, NEW YORK 10016
(Address of principal executive offices and 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), 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:
333-36754
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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None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Units, each consisting of one share of common stock,
$.0001 par value, and one Class A Redeemable Warrant
(Title of Class)
Common Stock, par value $.0001 per share
(Title of Class)
Class A Redeemable Warrants
(Title of Class)
Class B Redeemable Warrants
(Title of Class)
Class C Redeemable Warrants
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Unity Emerging Technology Venture One Ltd. (the "Registrant") is
registering Units (the "Units") to purchase one share of common stock, par value
$.0001 per share ("Common Stock"), and one Class A Redeemable Warrant ("Class A
Warrants"), Common Stock, Class A Warrants, Class B Redeemable Warrants ("Class
B Warrants") and Class C Redeemable Warrants ("Class C Warrants"), pursuant to a
Registration Statement on Form S-1 [File No. 333-36754] (the "Registration
Statement") that was filed with the Securities and Exchange Commission on May
11, 2000. Reference is made to the sections entitled "Prospectus Summary-The
Offering" and "Description of Securities" in the prospectus forming a part of
the Registration Statement, and all amendments to the Registration Statement
subsequently filed with the Securities and Exchange Commission, including any
prospectus relating thereto filed subsequently pursuant to Rule 424 of the
Securities Act of 1933, as amended (the "Prospectus"). Such Registration
Statement and all amendments to the Registration Statement, including the
Prospectus, are hereby deemed to be incorporated by reference into this Form
8-A.
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ITEM 2. EXHIBITS.
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3.1 Certificate of Incorporation of Registrant
(Incorporated by reference to Exhibit 3.1 to the Registration Statement)
3.2 By-laws of Registrant
(Incorporated by reference to Exhibit 3.2 to the Registration Statement)
3.3 Amendment of Certificate of Incorporation of Registrant
(Incorporated by reference to Exhibit 3.3 to the Registration Statement)
4.1 Form of certificate evidencing shares of Common Stock
(Incorporated by reference to Exhibit 4.1 to the Registration
Statement)
4.2 Form of certificate evidencing Class A Warrants
(Incorporated by reference to Exhibit 4.2 to the Registration Statement)
4.3 Form of certificate evidencing Class B Warrants
(Incorporated by reference to Exhibit 4.3 to the Registration Statement)
4.4 Form of certificate evidencing Class C Warrants
(Incorporated by reference to Exhibit 4.4 to the Registration Statement)
4.5 Form of Unit Purchase Option between Registrant and GBI Capital Partners Inc.
(Incorporated by reference to Exhibit 4.5 to the Registration Statement)
4.6 Form of Warrant Agreement between Registrant and American
Stock Transfer & Trust Company, as warrant agent
(Incorporated by reference to Exhibit 4.6 to the Registration Statement)
4.7 Form of certificate evidencing Units
(Incorporated by reference to Exhibit 4.7 to the Registration Statement)
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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, thereunto duly authorized.
UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.
By: /s/ Lawrence Burstein
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Lawrence Burstein
President
Date: January 10, 2001
