UNITED STATES
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
Affiliated Resources Corporation
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(Exact name of registrant as specified in its charter)
Colorado 84-1045715
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(State of incorporation) (I.R.S. Employer
or organization Identification No.)
3050 Post Oak Boulevard, Suite 1080
Houston, Texas 77056
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(Address of principal executive offices) (Zip Code)
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. [_]
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:
033-15097 (if applicable).
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 N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.003
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(Title of class)
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration with the Securities
and Exchange Commission of shares of Common Stock, par value $0.003 (the "Common
Stock"), of Affiliated Resources Corporation, a Colorado corporation (the
"Registrant").
As of July 25, 2000, there were 18,742,858 shares of common stock
outstanding.
Holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders, including the
election of directors, and do not have cumulative voting rights. Subject to
preferences that may be applicable to any then outstanding preferred stock,
holders of common stock are entitled to receive ratably such dividends, if any,
as may be declared by the board of directors out of funds legally available
therefor. Upon a liquidation, dissolution or winding up of the Company, the
holders of common stock will be entitled to share ratably in the net assets
legally available for distribution to shareholders after the payment of all
debts and other liabilities of the Company, subject to the prior rights of any
preferred stock then outstanding. Holders of common stock have no preemptive or
conversion rights or other subscription rights and there are no redemption or
sinking funds provisions applicable too the common stock. All outstanding
shares of common stock are fully paid and nonassessable.
ITEM 2. EXHIBITS.
The following documents are included as Exhibits to Registrant's
prior filings with the Commission and are incorporated herein by this
reference.
Exhibit Description
No.
2 Asset Purchase Agreement by and between Swallen Investments Corporation
and Synaptix Systems Corporation, dated May, 1997 (1)
2.1 Asset Purchase Agreement by and between Synaptix Systems Corporation and
Mobilelink Communications, Inc., dated March 26, 1998 (2)
2.1.1 Modification Agreement by and between Synaptix Systems Corporation and
Mobilelink Communications, Inc., dated (3)
2.2 Plan and Agreement of Reorganization between Synaptix Systems
Corporation, CobolTexas, Inc., E. Lyle Flinn, Robert Burnside, Gabriel
C. Cox, and Robert G. Oliver, dated July 8, 1998 (4)
2.3 Contractor's Agreement between CobolTexas, Inc., and E. Lyle Flinn,
Robert Burnside, Gabriel C. Cox and Robert G. Oliver, Jr. dated
July 8, 1998 (4)
2.4 Stock Purchase Agreement by and among Synaptix Systems Corporation, a
Colorado corporation, doing business as Affiliated Resources Corporation,
Evans Systems, Inc., and Way Energy, Inc., dated October 30, 1998 (5)
2.4.1 Amendment No. 1 to Stock Purchase Agreement by and among Synaptix
Systems Corporation, a Colorado corporation doing business as
Affiliated Resources Corporation, Evans Systems, Inc., and Way Energy,
Inc., dated December 29, 1998 (5)
2.4.2 Waiver and Second Amendment to Stock Purchase Agreement dated March
11, 1999 from Evans Systems, Inc. (5)
2.4.3 Waiver and Third Amendment to Stock Purchase Agreement dated April 26,
1999 (5)
2.5 Sale and Purchase Agreement by and among Seneca Energy Partners L.P. and
its general partner Lonestar Investment Management L.L.C. and
Affililiated Resources Corporation, dated December 27, 1999 (10)
3.1 Amendment to Articles of Incorporation (6)
3.2 Restated Articles of Incorporation of the Company as filed with the
Secretary of State of Colorado on January 13, 1999 (7)
3.3 Amended Bylaws (10)
4.1 Affiliated Resources Corporation 1997 Incentive and Non-Statutory Stock
Option Plan, As Amended (7)
4.1.1 Form of Affiliated Resources Corporation Employee Stock Option
Agreement (10)
4.1.2 Stock Option Agreement by and between Peter C. Vanucci and Affiliated
Resources Corporation, dated May 20, 1998 (2)
4.1.2.(i) Stock Option Agreement by and between Peter C. Vanucci and Affiliated
Resources Corporation, dated January 3, 2000. (10)
4.1.3 Stock Option Agreement by and between Virginia M. Lazar and Affiliated
Resources Corporation, dated May 20, 1998 (2)
4.1.4 Stock Option Agreement by and between Edward S. Fleming and Affiliated
Resources Corporation, dated May 20, 1998 (2)
4.1.5 Stock Option Agreement by and between David L. Deerman and Affiliated
Resources Corporation, dated March 30, 1999 (5)
4.1.6 Stock Option Agreement by and between Michael R. Bradle and Affiliated
Resources Corporation, dated January 3, 2000 (10)
4.1.7 Stock Option Agreement by and between Barry Goverman and Affiliated
Resources Corporation, dated February 9, 2000 (10)
4.1.8 Stock Option Agreement by and between Catherine A. Tamme and
Affiliated Resources Corporation, dated February 7, 2000 (10)
4.1.9 Stock Option Agreement by and between Patricia A. Bodley and
Affiliated Resources Corporation, dated September 15, 1999 (10)
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4.1.10 Stock Option Agreement by and between Edward W. Johnson and
Affiliated Resources Corporation, dated October 28, 1999 (10)
4.1.11 Stock Option Agreement by and between Lone Star Investment Management
LLC and Affiliated Resources Corporation, dated December
30, 1999 (10)
4.2.1 Amended Stock Option Agreement by and between Peter C. Vanucci and
Affiliated Resources Corporation, dated December 31, 1999 (10)
4.2.2 Amended Stock Option Agreement by and between Edward S. Fleming and
Affiliated Resources Corporation, dated December 31, 1999 (10)
4.2.3 Amended Stock Option Agreement by and between Virginia M. Lazar and
Affiliated Resources Corporation, dated December 31, 1999 (10)
4.2.4 Amended Stock Option Agreement by and between David L. Deerman and
Affiliated Resources Corporation, dated December 31, 1999 (10)
4.2.5 Amended Stock Option Agreement by and between Patricia A. Bodley and
Affiliated Resources Corporation, dated December 31, 1999 (10)
10.1 Promissory Note by and between Affiliated Resources Corporation and
Edward W. Johnson, dated October 28, 1999 (10)
10.2 Settlement Agreement and Release by an between Synaptix Systems
Corporation and Alan W. Harvey (8)
10.3 Settlement Agreement and Release by an between Affiliated Resources
Corporation and The Tiger Group LLC, and Matthew Hutchins and Daniel
Gillett, collectively, dated September 22, 1999 (10)
10.3.1 Promissory Note by and betwee Affiliated Resources Corporation and
The Tiger Group LLC, and Matthew Hutchins and Daniel Gillett,
collectively, dated September 22, 1999 (10)
10.3.2 Bill of Sale by and between Affiliated Resources Cororation and The
Tiger Group, LLC, dated September 22, 1999 (10)
10.4 Lease agreement by and between 4849 Greenville Partners and Synaptix
Systems Corporation d.b.a. Affiliated Resources Corporation, dated
September 15, 1999 (10)
10.5 Agreement between The London Manhattan Company and Affiliated Resources
Corporation, its subsidiaries, agents, affiliates, successors and
assigns in connection with investment banking services provided by
The London Manhattan Company to Affiliated Resources Corporation,
dated September 21, 1999 (10)
10.5.1 Agreement for Services by and between ComVest International
Incorporated and Affiliated Resources Corporation, dated January
19, 2000 (10)
10.6 Legal and Consultation Services Agreement by and between Michalk,
Beatty & Alcozer, PLLC, effective as of January 18, 2000 (10)
10.7.1 Computer Consultant Agreement between Christopher Landrum and
Affiliated Resources Corporation, dated January 18, 2000 (10)
10.7.2 Computer Consultant Agreement between RD Technology, Inc. and
Affiliated Resources Corporation, dated January 18, 2000 (10)
10.8 Distribution and Compensation Agreemen by and between RTB Ventures,
Inc. and Affiliated Resources Corporation, dated August 31, 1999 (9)
10.9 Employment Agreement by and between Virginia M. Lazar and Affiliated
Resources Corporation, dated December 30, 1998 (10)
10.10 Employment Agreement by and between Patricia A. Bodley and Affiliated
Resources Corporation, dated September 15, 1999 (10)
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10.11 Employment Agreement by and between Peter C. Vanucci and Affiliated
Resources Corporation, dated January 3 2000 (10)
10.12 Employment Agreement by and between Michael R. Bradle and Affiliated
Resources Corporation, dated January3, 2000 (10)
10.13 Employment Agreement by and between Catherine Tamme and Affiliated
Resources Corporation, dated February 7, 2000 (10)
10.14 Employment Agreement by and between Barry Goverman and Affiliated
Resources Corporation, dated February 7, 2000 (10)
17 Resignation Letter of Mark F. Walz (2)
17.1 Resignation Letter of Edward F. Feigha (5)
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(1) Incorporated herein by reference in Registrant's Report on Form 10-KSB
for the year ended June 30, 1997, dated October 31, 1997.
(2) Incorporated herein by reference in Registrant's Quarterly Report on
Form 10-QSB for the quarterly period ended March 31, 1998, dated May 26, 1998.
(3) Incorporated herein by reference in Registrant's Report on Amendment No.
2 to Form 10-KSB for the year ended June 30, 1998, dated November 16, 1998.
(4) Incorporated herein by reference in Registrant's Report on Form 8-K,
dated August 3, 1998.
(5) Incorporated herein by reference in Registrant's Report on Form 10-KSB
for the transition period July 1, 1998 to December 31, 1998, dated August 6,
1999.
(6) Incorporated herein by reference in Registrant's Report on Form 14A,
dated December 30, 1996.
(7) Incorporated herein by reference in Registrant's Report on Form 14A,
dated November 16, 1998.
(8) Incorporated herein by reference to Registrant's Annual Report on Form
10-KSB for the year ended June 30, 1997, dated October 31, 1997.
(9) Incorporated herein by reference to Registrant's Quarterly Report on
Form 10-QSB for the period September 30, 1999, dated November 18, 1999.
(10) Incorporated herein by reference to Registrant's Annual Report on Form
10-KSB for the year ended December 31, 1999, dated May 17, 2000.
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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, thereunto duly authorized.
Affiliated Resources Corporation
(Registrant)
Dated: July 26, 2000 /s/ Peter C. Vanucci
Peter C. Vanucci, Chairman of the Board
and Chief Executive Officer
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