FORM 8-A
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
HOST AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1168423
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
HOST AMERICA CORPORATION
TWO BROADWAY
HAMDEN, CONNECTICUT 06518
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of Class)
Common Stock Purchase Warrants
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK
All outstanding shares of Common Stock are duly authorized, validly
issued, fully paid and nonassessable. Holders of Common Stock are entitled
to receive dividends, when and if declared by the Board of Directors, out
of funds legally available therefore and to share ratably in the net assets
of the Company upon liquidation. Holders of Common Stock do not have
preemptive or other rights to subscribe for additional shares, nor are
there any redemption or sinking fund provisions associated with the Common
Stock. There are currently 130,000 shares of Common Stock outstanding
owned by approximately 160 persons and/or entities. Immediately after the
Registrant's proposed public offering (before exercise of the underwriter's
over-allotment option), there will be 1,330,000 shares of Common Stock
outstanding that is part of Registration Statement No. 333-50673.
Holders of Common Stock are entitled to one vote per share on all
matters requiring a vote of shareholders. Since the Common Stock does not
have cumulative voting rights in electing directors, the holders of more
than a majority of the outstanding shares of Common Stock voting for the
election of directors can elect all of the directors whose terms expire
that year, if they choose to do so.
WARRANTS
Each Warrant entitles the holder thereof to purchase, at any time for
a period of five years from the effective date of the definitive Prospectus
("Effective Date") that is a part of the Registrant's Registration
Statement No. 333-50673, one share of Common Stock at a price of $5.00 per
share, subject to adjustment in accordance with the anti-dilution and other
provisions referred to below.
The holder of any Warrant may exercise such Warrant by surrendering
the certificate representing the Warrant to the Warrant Agent, with the
subscription form on the reverse side of such certificate properly
completed and executed, together with payment of the exercise price. The
Warrants may be exercised at any time in whole or in part at the applicable
exercise price until expiration of the Warrants five years from the
Effective Date. No fractional shares will be issued upon the exercise of
the Warrants.
Commencing after the Effective Date, the Warrants are subject to
redemption by the Company at $0.25 per Warrant on 30 days' written notice
if the closing bid or trading price of the Company's Common Stock, as
applicable, over 30 consecutive days ending within 10 days of the notice of
redemption averages at least $10.00. The Company is required to maintain
an effective registration statement with respect to the Common Stock
underlying the Warrants at the time of redemption of the Warrants. In the
event the Company exercises the right to redeem the Warrants, such Warrants
will be exercisable until the close of business on the date for redemption
fixed in such notice. If any Warrant called for redemption is not
exercised by such time, it will cease to be exercisable and the holder will
be entitled only to the redemption price. Redemption of the Warrants could
force Warrant holders either to (i) exercise the Warrants and pay the
exercise price thereof at a time when it may be less advantageous
economically to do so, or (ii) accept the redemption price in consideration
for cancellation of the Warrant, which
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could be substantially less than the market value thereof at the time of
redemption redeemed without consent. Prior to the first anniversary of the
Effective Date, the Warrants will not be redeemable by the Company without
the written consent of Barron Chase Securities, Inc. (the "Underwriter").
The exercise price of the Warrants bears no relation to any objective
criteria of value and should in no event be regarded as an indication of
any future market price of the Securities offered hereby.
The Company has authorized and reserved for issuance a sufficient
number of shares of Common Stock to accommodate the exercise of all
Warrants to be issued in this offering. All shares of Common Stock to be
issued upon exercise of the Warrants, if exercised in accordance with their
terms, will be validly issued, fully paid and non-assessable.
The exercise price and the number of shares of Common Stock
purchasable upon exercise of the Warrants are subject to adjustment upon
the occurrence of certain events, including stock dividends, stock splits,
combinations or reclassification of the Common Stock, or sale by the
Company of shares of its Common Stock (or other securities convertible into
or exercisable for Common Stock) at a price per share or share equivalent
below the then-applicable exercise price of the Warrants or then-current
market price of the Common Stock. Additionally, an adjustment would be
made in the case of a reclassification or exchange of Common Stock,
consolidation or merger of the Company with or into another corporation, or
sale of all or substantially all of the assets of the Company, in order to
enable Warrant holders to acquire the kind and number of shares of stock or
other securities or property receivable in such event by a holder of that
number of shares of Common Stock that would have been issued upon exercise
of the Warrant immediately prior to such event. No adjustments will be
made until the cumulative adjustments in the exercise price per share
amount to $.05 or more. No adjustment to the exercise price of the shares
subject to the Warrants will be made for dividends (other than stock
dividends), if any, paid on the Common Stock or for securities issued
pursuant to conversion of 700,000 shares of the Registrant's Series A
Preferred Stock currently outstanding or pursuant to the Company's Stock
Option Plan or other employee benefit plans of the Company, or upon
exercise of the Warrants, the Underwriter's Warrant or any other options or
warrants outstanding as of the Effective Date of this Prospectus.
The Warrants are in registered form and may be presented to the
Warrant Agent for transfer, exchange or exercise at any time prior to their
expiration date five years from the Effective Date of this Prospectus, at
which time the Warrants become wholly void and of no value. If a market
for the Warrants develops, the holder may sell the Warrants instead of
exercising them. There can be no assurance, however, that a market for the
Warrants will develop or continue. If the Company is unable to qualify for
sale in particular states the Common Stock underlying the Warrants, holders
of the Warrants residing in such states and desiring to exercise the
Warrants will have no choice but to sell such Warrants or allow them to
expire.
The Warrants do not confer upon holders any voting or any other rights
as shareholders of the Company.
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ITEM 2. EXHIBITS.
The following documents are filed as exhibits to this registration
statement:
EXHIBIT NO. DESCRIPTION EXHIBIT NO.
- ----------- ----------- -----------
3.1 Form of Underwriting Agreement between the 1.1
Company and Barron Chase Securities, Inc.(1)
3.2 Form of Selected Dealers Agreement(1) 1.2
3.3 Form of Underwriter's Warrant Agreement and
Form of Warrant Certificate(1) 1.3
4.1 Certificate of Incorporation dated July 31, 3.1
1986 and Amendments thereto(1)
4.2 Bylaws(1) 3.2
5.1 Form of Specimen Common Stock Certificate(1) 3.3
5.2 Form of Specimen Warrant Certificate(1) 3.4
5.3 Warrant Agreement between the Company and 4.0
American Securities Stock Transfer, Inc.(1)
________________
(1) Incorporated by Reference to the Exhibit to the Registrant's
Registration Statement on Form SB-2 (File #333-50673).
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SIGNATURES
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.
HOST AMERICA CORPORATION
Date: April 28, 1998 By:/s/ GEOFFREY W. RAMSEY
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Geoffrey W. Ramsey
President and Chief Executive Officer
