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As filed with the Securities and Exchange Commission on August 28, 1998
Total Number of Pages - 6
Index to Exhibits at Page - 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONNECT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0431045
(State of incorporation or organization) (IRS Employer
Identification No.)
515 ELLIS STREET, MOUNTAIN VIEW, CA 94043-2242
(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 None
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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Item 1. Description of Registrant's Securities to be Registered
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The following is a summary of the outstanding capital stock of the Company:
The authorized capital stock of the Company consists of 60,000,000 shares
of Common Stock, $0.001 par value per share, and 3,500,000 shares of Preferred
Stock, $0.001 par value per share. As of July 31, 1998 there were 12,886,552
shares of the Registrant's Common Stock outstanding held by 151 stockholders of
record.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that may be
applicable to any outstanding Preferred Stock, the holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to share ratably in all assets remaining
after payment of liabilities, subject to prior rights of Preferred Stock, if
any, then outstanding. The Common Stock has no preemptive or conversion rights
or other subscription rights. There are no redemption or sinking fund provisions
available to the Common Stock. All outstanding shares of Common Stock are fully
paid and non-assessable.
PREFERRED STOCK
As of the date of this Form 8-A/A, the Company has 3,500,000 authorized
shares of "blank check" Preferred Stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors,
without any further vote or action by the stockholders. The rights of the
holders of the Common Stock will be subject to, and may be adversely affected
by, the rights of the holders of any Preferred Stock that may be issued in the
future. The issuance of Preferred Stock, while providing desirable flexibility
in connection with possible acquisitions and other corporate purposes, could
have the effect of making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company, thereby delaying,
deferring or preventing a change in control of the Company. Furthermore, such
Preferred Stock may have other rights, including economic rights, senior to the
Common Stock, and as a result, the issuance of such Preferred Stock could have a
material adverse effect on the market value of the Common Stock. Although the
Company has no present intention to issue any additional shares of its Preferred
Stock, there can be no assurance that the Company will not do so in the future.
See "Delaware Anti-Takeover Law and Certain Charter Provisions."
WARRANTS
As of the date of this Form 8-A/A, the Company has outstanding Warrants to
purchase an aggregate of up to 687,982 shares of Common Stock at an exercise
price of $12.50 per share. Each such Warrant is exercisable at any time prior to
November 2000.
REGISTRATION RIGHTS OF CERTAIN OTHER HOLDERS
Excluding the shares of Common Stock issuable upon exercise of the
Warrants, the holders of approximately 8,974,812 shares of Common Stock (the
"Registrable Securities") or their transferees are entitled to certain rights
with respect to the registration of such shares under the Securities Act. These
rights are provided under the terms of agreements between the Company and the
holders of Registrable Securities. If at any time, the Company registers any of
its Common Stock, the holders of Registrable Securities are entitled to include
their shares of Common Stock in the registration. A holder's right to include
shares in an underwritten registration is subject to the ability of the
underwriters to limit the number of shares included in the offering. All
registration expenses must be borne by the Company and all selling expenses
relating to Registrable Securities must be borne by the holders of the
securities being registered. In addition, such holders may require the Company
to use its best efforts to file a registration statement under the Securities
Act at the Company's expense with respect to their shares of Common Stock,
subject to certain limitations.
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DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CHARTER PROVISIONS
Certain provisions of Delaware law and the Company's Restated Certificate
of Incorporation could make more difficult the acquisition of the Company by
means of a tender offer, a proxy contest or otherwise and the removal of
incumbent officers and directors. These provisions are expected to discourage
certain types of coercive takeover practices and inadequate takeover bids and to
encourage persons seeking to acquire control of the Company to first negotiate
with the Company. The Company believes that the benefits of increased protection
of the Company's potential ability to negotiate with the proponent of an
unfriendly or unsolicited proposal to acquire or restructure the Company
outweigh the disadvantages of discouraging such proposals because, among other
things, negotiation of such proposals could result in an improvement of their
terms.
The Company is subject to the provisions of Section 203 of the Delaware
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 that the person became an interested
stockholder unless (with certain exceptions) the business combination or the
transaction in which the person became an interested stockholder is approved in
a prescribed manner. Generally, a "business combination" includes a merger,
asset or stock sale, or other transaction resulting in a financial benefit to
the stockholder. Generally, an "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 voting stock. These provisions may have
the effect of delaying, deferring or preventing a change in control of the
Company without further action by the Company's stockholders.
Commencing at the first annual meeting of stockholders following the annual
meeting of stockholders when the Company shall have had at least 800
stockholders, the Restated Certificate of Incorporation of the Company will
provide for the Board of Directors to be divided into two classes, with
staggered two-year terms. As a result, only one class of directors will be
elected at each annual meeting of stockholders of the Company, with the other
class continuing for the remainder of its respective two-year term. Thereafter,
stockholders shall no longer have cumulative voting rights and the Company's
stockholders representing a majority of the shares of Common Stock outstanding
will be able to elect all of the directors. The classification of the Board of
Directors and elimination of cumulative voting make it more difficult for the
Company's existing stockholders to replace the Board of Directors as well as for
another party to obtain control of the Company by replacing the Board of
Directors. Since the Board of Directors has the power to retain and discharge
officers of the Company, these provisions could also make it more difficult for
existing stockholders or another party to effect a change in management.
The Company's Restated Certificate of Incorporation provides that
stockholder action can be taken only at an annual or special meeting of
stockholders and may not be taken by written consent. The Bylaws provide that
special meetings of stockholders can be called only by the Board of Directors,
the Chairman of the Board, if any, the President of the Company and holders of
10% of the votes entitled to be cast at a meeting. Moreover, the business
permitted to be conducted at any special meeting of stockholders is limited to
the business brought before the meeting by the Board of Directors, the Chairman
of the Board, if any, the President of the Company or any such 10% holder. The
Bylaws set forth an advance notice procedure with regard to the nomination,
other than by or at the direction of the Board of Directors, of candidates for
election as directors and with regard to business to be brought before a meeting
of stockholders of the Company. The Company's Restated Certificate of
Incorporation contains a provision requiring the affirmative vote of the holders
of at least two-thirds of the voting stock of the Company to amend the foregoing
provisions of the Restated Certificate of Incorporation and Bylaws.
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Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1 Specimen certificate for Registrant's Common Stock -
incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (SEC
File No. 333-05901).
2.1 Certificate of Incorporation -- incorporated herein by
reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1.
2.2 Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1.
2.3 Certificate of Amendment of Certificate of
Incorporation -incorporated herein by reference to
Exhibit 3.4 to the Registrant's Registration Statement
on Form S-1.
2.4 Bylaws - incorporated herein by reference to Exhibit 3.2
to the Registrant's Registration Statement on Form S-1.
2.5 Amended and Restated Registration Rights Agreement dated
July 3, 1996 between the Registrant and certain holders
of the Registrant's securities -- incorporated herein by
reference to Exhibit 10.6 to the Registrant's
Registration Statement on Form S-1.
2.6 Form of Exchange Agreement - incorporated herein by
reference to Exhibit 4.3 to the Form 8-K filed by the
Registrant on December 22, 1997.
2.7 Certificate of Amendment to Amended and Restated
Certificate of Incorporation effecting a one-for-five
reverse stock split - incorporated herein by reference
to the Registrant's Form 8-A/A filed on March 9, 1998.
2.8 Second Amended and Restated Certificate of
Incorporation -incorporated herein by reference to
Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
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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.
Date: August 28, 1998 CONNECT, INC.
By: /s/ JOSEPH G. GIRATA
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Joseph G. Girata,
Vice President of Finance and
Administration and Chief Executive
Officer
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Exhibit Index
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1 Specimen certificate for Registrant's Common Stock -incorporated
herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (SEC File No. 333-05901).
2.1 Certificate of Incorporation -- incorporated herein by reference
to Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1.
2.2 Amended and Restated Certificate of Incorporation --incorporated
herein by reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form S-1.
2.3 Certificate of Amendment of Certificate of Incorporation -
incorporated herein by reference to Exhibit 3.4 to the
Registrant's Registration Statement on Form S-1.
2.4 Bylaws - incorporated herein by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1.
2.5 Amended and Restated Registration Rights Agreement dated July 3,
1996 between the Registrant and certain holders of the
Registrant's securities -- incorporated herein by reference to
Exhibit 10.6 to the Registrant's Registration Statement on Form
S-1.
2.6 Form of Exchange Agreement - incorporated herein by reference to
Exhibit 4.3 to the Form 8-K filed by the Registrant on December
22, 1997.
2.7 Certificate of Amendment to Amended and Restated Certificate of
Incorporation effecting a one-for-five reverse stock split -
incorporated herein by reference to the Registrant's Form 8-A/A
filed on March 9, 1998.
2.8 Second Amended and Restated Certificate of Incorporation -
incorporated herein by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
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