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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
America's Coffee Cup, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1078201
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(State of incorporation or organization) (I.R.S. Employer Identification Number)
12528 Kirkham Court Nos. 6 & 7, Poway, California 92064
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(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Units consisting of Four Shares of Common Stock and Four Redeemable Common
Stock Purchase Warrants
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(Title of Class)
Common Stock
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(Title of Class)
Redeemable Common Stock Purchase Warrants
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(Title of Class)
Name of each exchange on which each class is to be registered: None
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ITEM 1. Description of Registrant's Securities to be Registered.
A. Units: Each Unit consists of four shares of common stock, $.40 par
value per share ("Common Stock"), of America's Coffee Cup, Inc. (the "Company")
and four Redeemable Common Stock Purchase Warrants ("Warrants"). The Common
Stock and Warrants included in the Units may not be separately traded for six
months after the date on which the sale of the Units is closed, unless separated
at the discretion of the representative of the underwriters of the offering of
the Units.
Reference is made to the description of the Units prepared in compliance
with Regulation S-B and set forth on the cover page of, and beneath the captions
"Prospectus Summary" and "Description of Securities" in, the Prospectus filed
with the U.S. Securities and Exchange Commission as part of the Registration
Statement on Form SB-2 (SEC File No. 33-80049) to provide for the offering of
the Units, including the Common Stock and Warrants, to the public. The original
registration statement was filed on December 6, 1995, and was amended on
February 22, 1996, March 29, 1996, May 1, 1996, and May 10, 1996. The
descriptions of the Units set forth in the foregoing registration statement are
specifically incorporated herein by this reference and in accordance with Rule
12b-32.)
Common Stock: The Company is authorized to issue 10,000,000 shares of
Common Stock, $0.40 par value per share. Holders of Common Stock are entitled
to share ratably in any dividends paid on Common Stock when, as and if declared
by the Board of Directors out of funds legally available. Each holder of Common
Stock is entitled to one vote for each share held of record. The Common Stock
is not entitled to cumulative voting or preemptive rights and is not subject to
redemption. Upon liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to share ratably in the net assets legally
available for distribution. All outstanding shares of Common Stock are fully
paid and nonassessable.
Reference is made to the description of the Common Stock prepared in
compliance with Regulation S-B and set forth on the cover page of, and beneath
the captions "Prospectus Summary" and "Description of Securities" in, the
Prospectus filed with the U.S. Securities and Exchange Commission as part of the
Registration Statement on Form SB-2 (SEC File No. 33-80049) to provide for the
offering of the Units, including the Common Stock and Warrants, to the public.
The original registration statement was filed on December 6, 1995, and was
amended on February 22, 1996, March 29, 1996, May 1, 1996, and May 10, 1996. The
descriptions of the Common Stock set forth in the foregoing registration
statement are specifically incorporated herein by this reference and in
accordance with Rule 12b-32.)
Warrants: Each Warrant entitles the holder to purchase one share of
Common Stock at a price of $3.00 per share. The Warrants will be exercisable at
any time after the Warrants become separated from the Common Stock and
separately traded, and will remain exercisable until the fifth anniversary of
the date of this Prospects for the offering of the Units, unless earlier
redeemed. The Warrants are redeemable by the Company at $.05 per Warrant, upon
30 days' notice, at any time after six months from the date of the Prospectus,
if the closing inside bid price per share of the Common Stock for ten
consecutive trading days' prior to the date notice of redemption is given equals
or exceeds $4.50 per share. In the event the Company gives notice of its
intention to redeem, a holder would be forced either to exercise his or her
Warrant within 30 days after the date of notice or accept the redemption price.
The exercise price of the Warrants may be reduced at any time from time to time
in the discretion of the Board of Directors when it appears to be in the best
interests of the Company to do so. The Warrants will be issued in registered
form under a Warrant Agreement between the Company and Securities Transfer
Corporation. The shares of Common Stock underlying the Warrants, when issued
upon exercise of a Warrant, will be fully paid and nonassessable, and the
Company will pay any transfer tax incurred as a result of the issuance of Common
Stock to the holder upon its exercise. The Warrants contain provisions that
protect the holders against dilution by adjustment of the exercise price in
certain events, such as stock dividends and distributions, stock splits,
recapitalization, mergers or consolidations and certain issuances below the fair
market value of the Common Stock. The Company is not required to issue
fractional shares upon the exercise of a Warrant.
Reference is made to the description of the Common Stock prepared in
compliance with Regulation S-B and set forth on the cover page of, and beneath
the captions "Prospectus Summary" and "Description of Securities" in, the
Prospectus filed with the U.S. Securities and Exchange Commission as part of the
Registration Statement on Form SB-2 (SEC File No. 33-80049) to provide for the
offering of the Units, including the Common Stock and Warrants, to the public.
The original registration statement was filed on December 6, 1995, and was
amended on February 22, 1996, March 29, 1996, May 1, 1996, and May 10, 1996. The
descriptions of the Warrants set forth in the foregoing registration statement
are specifically incorporated herein by this reference and in accordance with
Rule 12b-32.)
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Item 2. Exhibits.
The following is a complete list of Exhibits filed as a part of this
Registration Statement, all of which are specifically incorporated herein by
this reference:
EXHIBIT NUMBER/EXHIBIT NAME
1. Constituent instruments defining the Incorporated by reference to
holders of each class of such securities, Registration Statement on Form
including any contracts or other documents SB-2 (File No. 33-80049)
which limit or qualify the rights of such pursuant to Rule 12b-32.
holders, shall be filed as exhibits with
each copy of the registration statement
filed with the Commission or with an
exchange.
2. Copies of the last annual report Incorporated by reference to
pursuant to Section 13 or 15(d) of the Act Rule 12b-32.
or, if no such report has yet been filed,
copies of the latest registration
statement filed pursuant to Section 12(b)
or (g) of the Act, or pursuant to the
Securities Act of 1933.
3. Copies of all current, quarterly or Not Applicable.
semi-annual reports filed pursuant to
Section 13 or 15(d) of the Act since the
end of the fiscal year covered by the
annual report filed pursuant to No. 2
above, or if none, since the effective
date of the latest registration
statement so filed.
4. Copies of the latest definitive Not Applicable to this
proxy statement or information Registrant.
statement, if any, filed with the
Commission pursuant to Section 14 of the
Act.
5. Copies of the charter and bylaws, Incorporated by reference to
or instruments corresponding thereto, Registration Statement on Form
and copies of the any other documents SB-2 (File No. 33-80049)
defining the rights of holders of the pursuant to Rule 12b-32.
securities to be registered.
6. Specimens or copies of each Incorporated by reference to
security to be registered hereunder. Registration Statement on Form
SB-2 (File No. 33-80049)
pursuant to Rule 12b-32.
7. Copies of the last annual report Not Applicable to this
submitted to stockholders by the Registrant.
registrant or its predecessors.
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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.
America's Coffee Cup, Inc.
By: /s/ Robert W. Marsik
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Robert W. Marsik, Chief
Executive Officer and President
Date: May 10, 1996
