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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SURGE COMPONENTS, INC.
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(Exact name of Registrant as Specified in its Charter)
New York 11-2602030
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(State of Incorporation or Organization) (IRS Employer Identification no.)
1016 Grand Boulevard, Deer Park, New York 11729
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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 Which
to be so Registered Each Class is to be Registered
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Units Boston Stock Exchange
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Common Shares, $.001 par value Boston Stock Exchange
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Class A Warrants Boston Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
Units
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(Title of Class)
Common Shares, $.001 par value
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(Title of Class)
Class A Warrants
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information appearing in the section entitled "Description
of Securities" contained on pages 37-39 of Amendment No. 4 to
the Registrant's Registration Statement on Form SB-2 (File No.
333-630-NY), as filed with the Securities and Exchange
Commission on July 2, 1996, is hereby incorporated herein by
reference.
Item 2. Exhibits.
1. Certificate of Incorporation of the Registrant, as
amended.
2. By-Laws of the Registrant.
3. Specimen common stock certificate.
4. Specimen Class A warrant certificate, as amended.(1)
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(1) Filed with this amendment.
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S I G N A T U R E
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.
SURGE COMPONENTS, INC.
By: /s/ Ira Levy
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Ira Levy, President and Chief
Executive Officer
Date: July 15, 1996
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No. WA-
Warrant to Purchase ___________Common Shares
SURGE COMPONENTS, INC.
Redeemable Class A Common Share Purchase Warrant
NEITHER THIS WARRANT NOR THE COMMON SHARES ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS
DECLARED EFFECTIVE UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
IS AVAILABLE.
THIS CERTIFIES THAT ________ (hereinafter sometimes called the
"Holder"), is entitled to purchase from Surge Components, Inc., a New York
corporation (the "Company"), at the price and during the period hereinafter
specified, up to __________ Common Shares of the Company, $.001 par value (the
"Common Shares"). This Warrant is being issued on this date in lieu of a Class B
Common Share Purchase Warrant originally issued to the Holder for an equal
number of shares.
This Warrant, together with warrants of like tenor, is subject to
adjustment in accordance with Paragraph 7 of this Warrant.
1. a. The rights represented by this Warrant shall be exercisable, at
any time commencing one year from the date hereof, until November 28, 1999 (the
"Exercise Period") at a purchase price of $5.00 per share (the "Exercise
Price"), subject to adjustment in accordance with Paragraph 7. After November
28, 1999, the Holder shall have no right to purchase any Common Shares
underlying this Warrant.
b. Notwithstanding anything herein contained to the contrary, the
Company and the Holder agree that in the event that the terms and conditions of
the Warrants to be registered in the registration statement for the Company's
proposed initial public offering are not identical to the terms and conditions
of this Warrant, this Warrant will be modified upon the closing of such initial
public offering to conform exactly to the terms and conditions of the Warrants
offered pursuant to such Registration Statement.
2. The rights represented by this Warrant may be exercised at
any time within the Exercise Period above specified, in whole or in
part, by (i) the surrender of this Warrant (with the purchase form
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at the end hereof properly executed) at the principal executive office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); and (ii) payment to the Company of the Exercise Price
then in effect for the number of Common Shares specified in the above-mentioned
purchase form together with applicable stock transfer taxes, if any. This
Warrant shall be deemed to have been exercised, in whole or in part to the
extent specified, immediately prior to the close of business on the date this
Warrant is surrendered and payment is made in accordance with the foregoing
provisions of this Paragraph 2, and the person or person in whose name or names
the certificates for Common Shares shall be issuable upon such exercise shall
become the holder or holders of record of such Common Shares at that time and
date. The certificate or certificates for the Common Shares so purchased shall
be delivered to such person or persons within a reasonable time, not exceeding
thirty (30) days, after this Warrant shall have been exercised.
3. Neither this Warrant nor the Common Shares issuable upon exercise
hereof have been registered under the 1933 Act nor under any state securities
law and shall not be transferred, sold, assigned or hypothecated in violation
thereof. If permitted by the foregoing, any such transfer, sale, assignment or
hypothecation shall be effected by the Holder surrendering this Warrant for
cancellation at the office or agency of the Company referred to in Paragraph 2
hereof, accompanied by an opinion of counsel satisfactory to the Company and its
counsel, stating that such transferee is a permitted transferee under this
Paragraph 3 and that such transfer does not violate the 1933 Act or such state
securities laws.
4. The Company covenants and agrees that all Common Shares which may be
issued upon exercise of this Warrant will, upon issuance, be duly and validly
issued, fully paid and nonassessable and no personal liability will attach to
the Holder thereof. The Company further covenants and agrees that during the
Exercise Period, the Company will at all times have authorized and reserved a
sufficient number of Common Shares to provide for the exercise of this Warrant.
5. The Warrant shall not entitle the Holder to any rights, including,
without limitation, voting rights, as a shareholder of the Company.
6. The Company shall be obligated to register the Warrants and the
Common Shares underlying this Warrant in accordance with the 1933 Act, as set
forth in the Subscription Agreement entered into between the Company and the
Holder.
7. The Exercise Price and Exercise Period in effect at any time and the
number and kind of securities purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the happening of certain
events as follows:
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a. If the Company shall (i) declare a dividend or make a
distribution on its outstanding Common Shares in Common Shares, (ii) subdivide
or reclassify its outstanding Common Shares into a greater number of shares, or
(iii) combine or reclassify its outstanding Common Shares into a smaller number
of shares, the Exercise Price in effect at the time of the effective date or
record date, as the case may be, for such sale, dividend or distribution or of
the effective date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price by a fraction, the denominator of which shall be the number of Common
Shares outstanding after giving effect to such action, and the numerator of
which shall be the number of Common Shares outstanding immediately prior to such
action.
b. Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Paragraph 7a. above, the number of Common Shares
purchasable upon exercise of this Warrant shall simultaneously be adjusted by
multiplying the number of Common Shares initially issuable upon exercise of this
Warrant by the Exercise Price in effect on the date hereof and dividing the
product so obtained by the Exercise Price, as adjusted.
c. Notwithstanding any adjustment in the Exercise Price or the
number or kind of Common Shares purchasable upon the exercise of this Warrant,
certificates for Warrants issued prior or subsequent to such adjustment may
continue to express the same price and number and kind of Common Shares as are
initially issuable pursuant to this Warrant.
d. The Company may, but under no circumstances is obligated
to, modify the terms of this Warrant to provide for an earlier commencement of
the Exercise Period, or to extend the Exercise Period or to lower the Exercise
Price, at any time prior to the expiration of this Warrant.
8. This Agreement shall be governed by and in accordance with
the laws of the State of New York.
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IN WITNESS WHEREOF, SURGE COMPONENTS, INC. has caused this
Warrant to be signed by its duly authorized officer and is dated
July 9, 1996.
SURGE COMPONENTS, INC.
By: ________________________
Ira Levy, President
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EXERCISE FORM
To Be Executed by the Holder
in Order to Exercise Warrant
The undersigned Holder hereby irrevocably elects to exercise this
Warrant and to purchase _____ Common Shares of the Company issuable upon the
exercise of such Warrant, and requests that certificates for such securities
shall be issued in name of:
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(please print or type name and address)
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(please insert social security or other identifying number)
and be delivered:
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(please print or type name and address)
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(please insert social security or other identifying number)
and if such number of Common Shares shall not be all the shares evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of such
shares be registered in the name of, and delivered to, the Holder.
