FORM 8-A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
XOX Corporation
(Exact name of registrant as specified in its charter)
Delaware 93-0898539
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1450 Energy Park Drive, Suite 120, Saint Paul, Minnesota 55108
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of common stock, $.025 par value per share,
and redeemable common stock purchase warrants.
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF SMALL BUSINESS ISSUER'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration with the
Securities and Exchange Commission of the shares of common stock (the "Shares")
and the redeemable common stock purchase warrants (the "Warrants") underlying
the 850,000 Units of XOX Corporation, a Delaware corporation (the "Small
Business Issuer"). The description of the Units registered on September 11, 1996
is set forth under the caption "Description of Securities" of the Small Business
Issuer's registration statement on Form SB-2 (Registration No. 333-05112-C),
originally filed with the Securities and Exchange Commission on June 21, 1996,
and amendments thereto (the "Registration Statement"), and is incorporated
herein by reference. The description of the Shares and Warrants registered
hereunder is set forth under the caption "Description of Securities" in the
Registration Statement.
ITEM 2. EXHIBITS.
Form 8-A Exhibit Description
4.1 Amended and Restated Certificate of Incorporation of Small Business Issuer
(incorporated herein by reference to Exhibit 3.1 to the Registration
Statement).
4.2 Amended and Restated Bylaws of Small Business Issuer (incorporated herein
by reference to Exhibit 3.2 to the Registration Statement).
5.1 Specimen of certificate representing the Shares and specimen of
certificate representing the Warrants.
5.2 Form of Warrants (incorporated herein by reference to Exhibit 4.2 to the
Registration Statement).
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.
XOX CORPORATION
Date March 13, 1997
By /s/ Lawrence W. McGraw
Lawrence W. McGraw, President and Chief Executive Officer
(FRONT OF CERTIFICATE)
[LOGO] XOX CORPORATION
Number Shares
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XOXC- SEE REVERSE SIDE
FOR CERTAIN DEFINITIONS
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| CUSIP 98412Y 10 1 |
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XOX CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
SPECIMEN
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
$.025 PAR VALUE PER SHARE, OF
XOX COPORATION
transferable on the books of the Corporation by the holder hereof in
person or by authorized attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned
by the Transfer Agent and Registrar.
WITNESS the facsimile signatures of its duly authorized officers.
Dated:
/s/ Elizabeth A. Klein /s/ Lawrence W. McGraw
SECRETARY PRESIDENT
Countersigned and Registered:
NORWEST BANK MINNESOTA, N.A.
Transfer Agent and Registrar
By
Authorized Signature
(BACK OF CERTIFICATE)
XOX CORPORATION
The Corporation will furnish to any shareholder upon request and without charge,
a full statement of the designations, preferences, limitations, and relative
rights of the shares of each class or series authorized to be issued, so far as
they have been determined, and the authority of the Board to determine the
relative rights and preferences of subsequent classes or series.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - ________ Custodian __________
(Cust) (Minor)
under Uniform Transfer to Minors
Act _________________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received _________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
__________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ________________ Attorney to transfer the
said stock on the books of the within-named Corporation with full power of
substitution in the premises.
Dated______________________
___________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARG.EMENT OR ANY CHANGE WHATEVER
SIGNATURE GUARANTEED
(FRONT)
WARRANT CERTIFICATE
XOX CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
UNIT NUMBER WARRANTS
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XOXCW
WARRANT CUSIP 98412Y 12 7
SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
THIS IS TO CERTIFY that
or registered assigns is the owner (the "Registered Owner") of the number of
redeemable warrants ("warrants") specified above, each of which entitles the
Registered Owner to purchase one fully paid and nonassessable share of the
Common Stock, $.025 par value (the "Common Stock") of XOX Corporation, a
Delaware corporation (the "Company) at any time during the period commencing six
months after the date the Registration Statement on Form SB-2 (No. 333-05112-C)
was initially declared effective by the Securities and Exchange Commission (the
"Effective Date"), and prior to 5:00 P.M. Central Time on the last day of the
three year period commencing on the Effective Date, at an exercise price of
$8.00 per share (the "Exercise Price"), in lawful money of the United States of
America. The Warrants are issued pursuant to and are subject in all respects to
the terms and conditions set forth in the Warrant Agreement (the "Warrant
Agreement"), by and between the Company and Norwest Bank Minnesota, N.A., as
Warrant Agent. In the event of certain contingencies provided for in the Warrant
Agreement, the Exercise Price and the number of shares of Common Stock available
for purchase upon the exercise of each Warrant are subject to modification or
adjustment. After six months from the Effective Date, the Warrants are subject
to redemption by the Company, at a redemption price of $.01 per Warrant, at any
time on not less than 30 days' notice, provided the closing bid price equals or
exceeds (i) $10.50 per Unit or (ii) $9.50 per share of the Company's Common
Stock (subject to adjustment in the event of any stock splits or other similar
events) during any 20 consecutive trading days prior to such notice.
Prior to due presentment for registration of transfer hereof the Company and the
Transfer Agent and Registrar may deem and treat the Registered Owner as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Transfer Agent and Registrar) for all
purposes and shall not be affected by any notice to the contrary.
The Warrants covered by this Warrant Certificate are subject to the terms of the
Warrant Agreement. The Warrant Agreement is available at the offices of the
Transfer Agent and Registrar. The Warrant Agreement is incorporated herein by
this reference and made a part hereof and reference is hereby made thereto for a
full description of the rights, limitations of rights, obligations, duties, and
immunities hereunder.
This Warrant Certificate shall be governed by and construed in accordance with
the laws of the State of Minnesota without giving effect to conflicts of laws.
This Warrant Certificate shall not be valid or obligatory for any purpose unless
countersigned and registered by the Transfer Agent and Registrar of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or in facsimile, by two of its officers thereunto duly
authorized.
DATED:
COUNTERSIGNED AND REGISTERED:
NORWEST BANK MINNESOTA, N.A.
TRANSFER AGENT AND REGISTRAR
By:
Authorized Signature
XOX CORPORATION
By /s/ Lawrence W. McGraw
President
By /s/ Elizabeth A. Klein
Secretary
(BACK)
XOX CORPORATION
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
UNIF GIFT MIN ACT - _______ Custodian ________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_________________________________
(State)
INSTRUCTIONS FOR REGISTRATION OF WARRANT CERTIFICATES
Name ___________________________________________________________________________
(Print in Block Letters)
Address_________________________________________________________________________
________________________________________________________________________________
ASSIGNMENT
FOR VALUE RECEIVED, _______________________________ does hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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________________________________________________________________________________
(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)
___________ Redeemable Warrants to purchase one share of Common Stock of XOX
Corporation, as represented by the within Certificate, and does hereby
irrevocably constitute and appoint
_______________________________________________________________________ attorney
to transfer the said Warrants on the books of XOX Corporation with full power of
substitution in the premises.
Dated: ___________________________, 19___ Signature: ________________________
NOTICE: The signature to the Exchange Form or Assignment must correspond with
the name as written upon the face of the within Certificate in every particular
without alteration or enlargement or any change whatsoever. The signature(s)
must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers,
Savings and Loan Associations and Credit Unions with membership in an approved
signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.
__________________________________
Signature Guarantee
REFERENCE IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FRONT SIDE HEREOF
AND THE PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS CERTIFICATE.
