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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 OF 1934
SOURCINGLINK.NET, INC.
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(Exact name of registrant as specified in its charter)
Delaware 98-0132465
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(State of Incorporation) (IRS Employer Identification No.)
16855 W. Bernardo Drive, Suite 260
San Diego, California 92606
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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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None Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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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.
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Our Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), provides for the issuance of up to 60,000,000 shares of Common
Stock, par value $.001 per share (the "Common Stock"), and up to 15,000,000
shares of Preferred Stock, par value $.001 per share ("Preferred Stock"), of
which 5,000,000 shares have been designated as Series A Preferred Stock (the
"Series A Preferred Stock").
Common Stock
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Holders of Common Stock are entitled to one vote for each share held
of record on all matters to be submitted to a vote of the stockholders, and do
not have preemptive rights. Our Certificate of Incorporation does not provide
for cumulative voting in the election of directors. Subject to preferences
applicable to outstanding shares of Preferred Stock, holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the Board out of funds legally available therefor. All outstanding
shares of Common Stock are fully paid and nonassessable. In the event of any
liquidation, dissolution or winding-up of our affairs, holders of Common Stock
will be entitled to share ratably in our assets remaining after payment or
provision for payment of all of our debts and obligations and liquidation
payments to holders of outstanding shares of Preferred Stock.
Preferred Stock
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The Board is authorized to designate and issue the Preferred Stock
from time to time in one or more series and to fix the number of shares and the
relative dividend rights, conversion rights, voting rights, rights and terms of
redemption, liquidation preferences and any other preferences, special rights
and qualifications of any such series. Any issuance of Preferred Stock with
voting rights could, under certain circumstances, have the effect of delaying or
preventing a change in control of the Company by increasing the number of
outstanding shares entitled to vote and increasing the number of votes required
to approve a change in control of the Company.
It is not possible to determine the effects of an issuance of
Preferred Stock upon the rights of holders of Common Stock and the Series A
Convertible Preferred Stock until the Board determines the respective rights of
the holders of one or more additional series of Preferred Stock. The effects of
such issuance could include, however, (i) reduction of the amount otherwise
available for payment on dividends on Common Stock and/or one or more series of
Preferred Stock, (ii) restrictions on dividends on Common Stock and/or one or
more series of Preferred Stock, (iii) dilution of the voting power of Common
Stock and/or Preferred Stock, and (iv) restrictions on the rights of holders of
Common Stock and/or one or more series of Preferred Stock to share in the
Company's assets on liquidation until satisfaction of any liquidation preference
granted to the holders of such subsequently designated series of Preferred
Stock.
Shares of voting or convertible Preferred Stock could be issued, or
rights to purchase such shares could be issued, to create voting impediments or
to frustrate persons
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seeking to effect a takeover or otherwise gain control of the Company. The
ability of the Board to issue such additional shares of Preferred Stock, with
rights and preferences it deems advisable, could discourage an attempt by a
party to acquire control of the Company by tender offer or other means. Such
issuances could therefore deprive stockholders of benefits that could result
from such an attempt, such as the realization of a premium over the market price
for their shares in a tender offer or the temporary increase in market price
that such an attempt could cause. Moreover, the issuance of such additional
shares of Preferred Stock to persons friendly to the Board could make it more
difficult to remove incumbent managers and directors from office even if such
change were to be favorable to stockholders generally.
The Company is subject to the provisions of Section 203 of the
Delaware General Corporation Law and anti-takeover law. In general, the statute
prohibits a publicly held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless either (i) prior to the date at which the person becomes an
interested stockholder, the Board of directors approves such transaction or
business combination, (ii) the stockholder owned more than 85% of the
outstanding voting stock of the corporation (excluding shares held by directors
who are officers or held in certain employee stock plans) upon consummation of
such transaction, or (iii) the business combination is approved by the Board of
Directors and by two-thirds of the outstanding voting stock of the corporation
(excluding shares held by the interested stockholder) at a meeting of
stockholders (and not by written consent). A "business combination" includes a
merger, asset sale or other transaction resulting in a financial benefit to such
interested stockholder. For purposes of Section 203, "interested stockholder" is
a person who, together with affiliates and associates, owns (or within three
years prior, did own) 15% or more of the corporation's outstanding voting stock.
Series A Preferred Stock
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The holders of the Series A Preferred Stock are not entitled to any
preference in the receipt of dividends. In the event the Board declares a
dividend with respect to the Common Stock, each share of Series A Preferred
Stock shall be entitled to participate and receive said dividend based on the
number of share of Common Stock into which such shares are convertible. Each
share of Series A Preferred Stock is entitled to receive a liquidation
preference of $1.03. Each share of Series A Preferred Stock is convertible into
one share of Common Stock pursuant to a Class U Warrant dated November 22, 1994.
The holders of the Series A Preferred Stock have been granted rights of first
refusal in connection with the issuance of certain of our additional securities.
The holders of the Series A Preferred Stock are entitled to notice of
and to vote (as a single class together with the holders of the Preferred Stock
and Common Stock) upon any matter submitted to our stockholders for a vote,
other than the election of directors. Such voting rights shall be exercised on
the basis of one vote for each share into which such holder's shares of
Preferred Stock are then convertible. In addition, the consent of the holders
of the Series A Preferred Stock shall be required to (i) amend the Company's
Certificate of Incorporation and bylaws; (ii) sell, lease or exchange
substantially all of the Company's property and assets; (iii) merge, reorganize
or consolidate the Company with any other corporation or entity; (iv)
voluntarily dissolve or revoke dissolution of the Company; or (v) materially
change the
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Company's principal business. The holders of the Series A Preferred Stock,
voting separately as one class, are entitled to elect three directors to our
Board, however, such holders by contract have agreed not to designate more than
two directors.
Item 2. Exhibits
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The following documents are included as exhibits to this Registration
Statement on Form 8-A:
3.1 Amended and Restated Certificate of Incorporation of the Registrant, as
filed with the Delaware Secretary of State on July 20, 1999
(incorporated by reference to Exhibit C to the Registrant's definitive
proxy materials filed with the Commission on June 17, 1999).
3.2 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Registrant, as filed with the Delaware Secretary
of State on August 25, 1999.
3.3 Bylaws of the Registrant, as currently in effect (incorporated by
reference to Exhibit 28(viii) to the Registrant's Current Report on
Form 8-K filed with the Commission on November 22, 1994)
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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, thereto duly authorized.
SOURCINGLINK.NET, INC.
Dated: December 6, 1999 By: /s/ SEAN MALOY
_______________________________________
Sean Maloy
President
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EXHIBIT 3.2
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/25/1999
991354240-2330564
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
SOURCINGLINK.NET,INC.
The undersigned, Sean M. Maloy and Marcel van Heesewijk, hereby certify
that:
ONE: They are the duly elected and acting President and Secretary,
respectively, of SourcingLink.net, Inc., a Delaware corporation (the
"Corporation").
TWO: The name of the corporation is SourcingLink.net, Inc. The original
Certificate of Incorporation filed with the Secretary of State of the State of
Delaware on March 26, 1993, under the name QCS Corporation, was amended pursuant
to that certain Certificate of Renewal and Revival of Chapter filed on
November 12, 1998, changing the corporate name to QCS.net Corporation and was
further amended by that certain Amended and Restated Certificate of
Incorporation filed on July 20, 1999, changing the corporate name to
SourcingLink.net, Inc.
THREE: The Corporation's Certificate of Incorporation, as amended to
date, is hereby amended by inserting the following paragraph after the first
paragraph of Article IV:
"As of the effective date of this amendment to Article IV
(the "Reclassification Date"), every four (4) shares of
the Common Stock of the Corporation issued and outstanding
immediately prior to the Reclassification Date (the
"Old Common Stock") shall, automatically and without further
action on the part of the holder thereof, be reclassified as
and become one (1) share of the Common Stock of the Corporation
(the "New Common Stock"). In lieu of fractional shares of
New Common Stock, each stockholder whose shares of Old Common
Stock are not evenly divisible by four (4) will receive one
additional share of New Common Stock for the fractional share
of New Common Stock that such stockholder would otherwise be
entitled to receive as a result of the reverse split."
FOUR: The foregoing Certificate of Amendment of Certificate of
Incorporation has been duly adopted in accordance with the applicable provisions
of Section 242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, SourcingLink.net, Inc. has caused this certificate to
be signed by the undersigned, and the undersigned have executed this
certificate and do affirm the foregoing as true under penalty of perjury this
25th day of August 1999.
/s/ SEAN M. MALOY
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Sean M. Maloy, President
/s MARCEL VAN HEESEWIJK
_________________________________
Marcel van Heesewijk, Secretary
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