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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 (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
YOUBET.COM INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-4627253
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(State of incorporation or organization) (IRS Employer Identification Number)
1950 Sawtelle Boulevard, Suite 180, Los Angeles, California 90025
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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
(none) (none)
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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 (if
applicable): (none)
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Youbet.com, Inc., a Delaware Corporation, formerly known as You Bet
International, Inc. ("Youbet.com") is authorized by its Certificate of
Incorporation to issue 51,000,000 shares of capital stock consisting of the
following:
- 50,000,000 shares of common stock, par value $.001 per share; and
- 1,000,000 shares of preferred stock, par value $.001 per share.
The common stock is entitled to one vote per share on all matters
submitted to a vote of the stockholders, including the election of directors.
Cumulative voting for the election of directors is not provided for in
Youbet.com's Certificate of Incorporation. Upon liquidation, dissolution or
winding-up of Youbet.com, and after the payment of the preferential rights of
the Series A Convertible Preferred Stock, the holders of shares of common
stock will be entitled to receive pro rata all assets of Youbet.com legally
available for distribution to such stockholders. Except for any preferential
rights of the Series A Convertible Preferred Stock, or any other series of
preferred stock created by the board from time to time, the stockholders of
common stock will be entitled to such cash dividends as may be declared from
time to time by the board from funds available therefor.
Youbet.com has authorized the creation of a series of four hundred
thousand (400,000) shares of preferred stock designated "Series A Convertible
Preferred Stock" out of the one million (1,000,000) preferred shares
authorized in Youbet.com's Certificate of Incorporation. The remaining shares
may be issued in one or more series. The rights, preferences and privileges
of any additional series of preferred stock will be determined by the board
of directors of Youbet.com.
The holders of Series A Convertible Preferred Stock are not entitled to
dividends unless dividends are paid on the common stock, in which case the
Series A Convertible Preferred Stock will receive dividends at the same rate
payable on the common stock on the basis of the number of shares of common
stock into which the Series A Convertible Preferred Stock is convertible. The
holders of Series A Convertible Preferred Stock vote together with the
holders of common stock, on the basis of the number of shares of common stock
into which the Series A Convertible Preferred Stock is convertible, on all
matters presented to the stockholders of Youbet.com to vote. The Series A
Convertible Preferred Stock will vote separately as a class on matters which
affect its rights and preferences.
Each share of the Series A Convertible Preferred Stock is convertible
into ten shares of common stock and will be automatically converted into
common stock at such time as Youbet.com has completed a registered secondary
public offering which raises not less than $15,000,000 in gross proceeds and
has its common stock listed on the New York Stock Exchange, the American
Stock Exchange or the Nasdaq National Market.
Upon liquidation, dissolution or winding-up of Youbet.com, the holders
of shares of Series A Convertible Preferred Stock will be entitled to receive
$25 per share, plus any unpaid dividends, prior to the distribution to any
shares of stock ranking junior to the Series A Convertible Preferred Stock.
After the holders of shares of stock ranking junior to the Series A
Convertible Stock have received all liquidation preference payments to which
they are entitled and the holders of common stock have received $2.50 per
share plus any unpaid dividends, any remaining assets of Youbet.com will be
distributed ratably to the holders of the common stock and the Series A
Convertible Preferred Shares. Distributions to the holders of the Series A
Convertible Preferred Shares will be on the basis of the number of shares of
common stock into which the Series A Convertible Preferred Shares are
convertible.
Youbet.com is subject to the provisions of Section 203 of the Delaware
General Corporation Law (the "Anti-Takeover Law") regulating corporate
takeovers. The Anti-Takeover Law prevents certain Delaware corporations from
engaging, under certain circumstances, in a "business combination," which
includes a merger or sale of more than 10% of the corporation's assets, with
any "interested stockholder" i.e. a stockholder who owns 15% or more of the
corporation's outstanding voting stock, as well as affiliates and associates
of any such persons for three years following the date that such stockholder
became an "interested stockholder" unless (1) the transaction is approved
by the board of directors prior to the date the "interested stockholder"
attained such status, (2) upon consummation of the transaction that resulted
in the stockholder's becoming an "interested stockholder," the "interested
stockholder" owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding those shares
owned by (a) persons who are directors and also officers and (b) employee
stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer), or (3) on or subsequent to such date the
"business combination" is approved by the board of directors and authorized
at an annual or special meeting of stockholders by the affirmative vote of at
least two-thirds of the outstanding voting stock that is not owned by the
"interested stockholder."
A Delaware corporation may "opt out" of the Anti-Takeover Law with an
express provision in its original certificate of incorporation or an express
provision in its certificate of incorporation or bylaws resulting from a
stockholders' amendment approved by at least a majority of the outstanding
voting shares. Youbet.com has not "opted out" of the provisions of the
Anti-Takeover Law. The statute could prohibit or delay mergers or other
takeover or change-in-control attempts with respect to Youbet.com and,
accordingly, may discourage attempts to acquire Youbet.com.
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ITEM 2. EXHIBITS
(a) Restated Certificate of Incorporation (Incorporated herein by reference
to Youbet.com's Form 10-K for the year ended December 31, 1995.)
(b) Bylaws of the Company (Incorporated herein by reference to Youbet.com's
Form 10-K for the year ended December 31, 1995.)
(c) Certificate of Designation for Series A Convertible Preferred Stock
(Incorporated herein by reference to Youbet.com's Form 10-KSB for the year
ended December 31, 1998.)
(d) Certificate of Ownership dated January 19th, 1999
(e) Specimen stock certificate
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.
May 10, 1999 YOUBET.COM, INC.
By: /s/ Robert M. Fell
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Robert M. Fell
Chief Executive Officer
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/22/1999
991028249 - 2946346
CERTIFICATE OF OWNERSHIP
MERGING
YOU BET.COM INC.
INTO
YOU BET INTERNATIONAL, INC.
You Bet International, Inc., a corporation incorporated on the 13th day
of November, 1995 pursuant to the provisions of the General Corporation Law
of the State of Delaware;
DOES HEREBY CERTIFY that this corporation owns 100% of the capital stock
of YOU BET.COM INC., a corporation incorporated on the 24th day of December
1998, pursuant to the provisions of the Delaware General Corporation Law and
that this corporation, by a resolution of its Board of Directors duly adopted
at a meeting held on the 19th day of January, 1999, determined to and did
merge into itself said YOU BET.COM INC. which resolution is in the following
words to wit:
WHEREAS this corporation lawfully owns 100% of the outstanding stock of
YOU BET.COM, INC. a corporation organized and existing under the laws of
Delaware, and
WHEREAS this corporation desires to merge into itself YOU BET.COM INC.,
and to be possessed of all the estate, property, rights, privileges and
franchises of said corporation,
NOW, THEREFORE, BE IT RESOLVED, that this corporation merge into itself
YOU BET.COM INC. and assumes all of its liabilities and obligations, and
FURTHER RESOLVED, that each officer of this corporation be and hereby is
directed to make and execute a certificate of ownership setting forth a copy
of the resolution to merge YOU BET.COM INC. and assume its liabilities and
obligations, and the date of adoption thereof, and to file the same in the
office of the Secretary of State of Delaware, and a certified copy thereof in
the office of the Recorder of Deeds of Kent County; and
FURTHER RESOLVED, that the officers of this corporation be and they
hereby are authorized and directed to do all acts and things whatsoever,
whether within or without the State of Delaware; which may be in any way
necessary or proper to effect said merger.
FURTHER RESOLVED, that the name of the surviving corporation will be
amended to YOUBET.COM, INC.
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IN WITNESS WHEREOF, said You Bet International, Inc. has caused this
certificate to be signed by Gary N. Jacobs, an authorized officer this 19th
day of January 1999
Be /s/ Gary N. Jacobs
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Gary N. Jacobs
Secretary
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NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
[GRAPHIC] [LOGO] [GRAPHIC]
CUSIP 987408 10 1
Youbet.com, Inc.
AUTHORIZED COMMON SHARES: 50,000,000
PAR VALUE: $.001
THIS CERTIFIES THAT SPECIMEN
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IS THE RECORD HOLDER OF
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Shares of Youbet.com, Inc. Common Stock
Transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
/s/ [SEAL] /s/
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SECRETARY PRESIDENT
American Stock Transfer & Trust Company
New York, New York
TRANSFER AGENT AND REGISTERED /s/
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NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a savings
bank) or a trust company. 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.
<TABLE>
<CAPTION>
<S><C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ...............Custodian...............
TEN ENT - as tenants by the entirety (cust) (minor)
JT TEN - as joint tenants with right Under Uniform Gifts to Minors
of survivorship and not as Act..........................
tenants in common (State)
</TABLE>
For Value Received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
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of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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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 ENLARGEMENT OR ANY CHANGE WHATEVER
SPECIMEN
The shares represented by this certificate have not
been registered under the Securities Act of 1933. The
shares have been acquired for investment and may not be
sold, transferred or assigned in the absence of an
effective registration statement for these shares under
the Securities Act of 1933 or an opinion of the Company's
Counsel that registration is not required under said Act.
