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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
ImagicTV Inc.
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(Exact name of registrant as specified in its charter)
Canada Not Applicable
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Brunswick Square, 14th Floor
Saint John, New Brunswick E2L 3Y2
Canada
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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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:
333-48452
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares
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(Title of class)
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Item 1. Description of the Registrant's Securities to Be Registered.
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This registration statement relates to the common shares, no par value per
share, of ImagicTV Inc. Reference is made to the information set forth under the
caption "Description of Share Capital" in the Prospectus constituting a part of
the Registration Statement on Form F-1 filed by ImagicTV Inc. with the
Securities and Exchange Commission (Registration No. 333-48452) (the
"Registration Statement") which information is incorporated herein by reference.
Item 2. Exhibits.
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1. The material appearing under "Description of Share Capital" in the
Registration Statement.
2. Articles of Incorporation of ImagicTV Inc., filed December 24, 1997
(incorporated herein by reference to Exhibit 3.1 to the Registration
Statement).
3. Amendment to Articles of Incorporation of ImagicTV Inc., filed June 30,
1998 (incorporated herein by reference to Exhibit 3.2 to the Registration
Statement).
4. Forms of Amendment to Articles of Incorporation of ImagicTV Inc. relating
to the Company's proposed reclassification and share split (incorporated
herein by reference to Exhibit 3.3 to the Registration Statement).
5. By-Laws of ImagicTV Inc. (incorporated herein by reference to Exhibit 3.4
to the Registration Statement).
6. Form of Common Share Certificate (incorporated herein by reference to
Exhibit 4.1 to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date: November , 2000
ImagicTV Inc.
By: /s/ Marjean Henderson
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Name: Marjean Henderson
Title: Vice President and Chief Financial
Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description Page
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1. The material appearing under "Description of Share Capital" in the
Registration Statement on Form F-1, filed by ImagicTV Inc. with the
Securities and Exchange Commission on October 23, 2000 (Registration
No. 333-48452) (the "Registration Statement").
2. Articles of Incorporation of ImagicTV Inc. filed December 24, 1997
(incorporated herein by reference to Exhibit 3.1 to the Registration
Statement).
3. Amendment to Articles of Incorporation of ImagicTV Inc., filed June
30, 1998 (incorporated herein by reference to Exhibit 3.2 to the
Registration Statement).
4. Forms of Amendment to Articles of Incorporation of ImagicTV Inc.
relating to the Company's proposed reclassification and share split
(incorporated herein by reference to Exhibit 3.3 to the Registration
Statement).
5. By-Laws of ImagicTV Inc. (incorporated herein by reference to Exhibit
3.4 to the Registration Statement).
6. Form of Common Share Certificate (incorporated herein by reference to
Exhibit 4.1 to the Registration Statement).
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Exhibit 1
DESCRIPTION OF SHARE CAPITAL
Concurrently with the closing of the offering, we will reclassify our
share capital so that it will consist of common shares and preferred shares,
issuable in series. This reclassification will be effected by amending our
articles of incorporation shortly before the completion of this offering to
convert each of our existing Class A, Class B and Class C common shares into a
single new class of common shares. We will also create the class of preferred
shares. After the reclassification and prior to the completion of this
offering, each new common share outstanding will be split into new common
shares on an assumed 1.1636-for-1 basis.
Common Shares
Following the reclassification of our share capital and the share split,
we will have authorized for issuance an unlimited number of common shares. Each
of our outstanding common shares will be entitled to one vote at meetings of
our shareholders and to receive dividends if, as, and when declared by our
board of directors. Subject to the rights of holders of shares of any class
ranking senior to the common shares, holders of our common shares are entitled
to receive our remaining property or assets in the event of our liquidation,
dissolution or winding-up. A holder of common shares will have no preemptive,
redemption or conversion rights upon completion of this offering.
The registrar and transfer agent for our common shares in Canada is CIBC
Mellon Trust Company at its principal stock and bond transfer offices located
in Toronto, Ontario, and the co-transfer agent and registrar for our common
shares in the United States is ChaseMellon Shareholder Services, LLC. at its
offices located in New York, New York.
Preferred Shares
Our board of directors will have the authority, without further action by
the shareholders, to issue an unlimited number of preferred shares in one or
more series. These preferred shares may be entitled to dividend and liquidation
preferences over the common shares. The board will be able to fix the
designations, powers, preferences, privileges and relative, participating,
optional or special rights of any preferred shares issued, including any
qualifications, limitations or restrictions. Special rights which may be
granted to a series of preferred shares may include dividend rights, conversion
rights, voting rights, terms of redemption and liquidation preferences, any of
which may be superior to the rights of the common shares. Preferred share
issuances could decrease the market price of the common shares and may
adversely affect the voting and other rights of the holders of common shares.
The issuance of preferred shares could also have the effect of delaying or
preventing a change of control of our company.
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