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FORM 8-A
SECURITIES AND EXCHANGE COMMISSIONS
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATALINK.NET, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 36-3574355
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(State of Incorporation (I.R.S. Employer Identification Number)
or Organization)
1735 Technology Drive, Suite 790, San Jose, California 95110
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(Address of Principal Executive Offices)
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. [ X ]
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. [ ]
Securities Act registration statement file number to which this form relates:
_________ (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of Each Class on Which Each Class
to be registered is to be Registered
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Common Stock, $.01 Par Value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the Common Stock, $.01 par value,
of Datalink.net, Inc. (the "Company" or "Registrant"). Following is a
description of the capital stock of the Company:
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of
50,000,000 shares of common stock, $.01 par value. Each s hare of common
stock has an equal and ratable right to receive dividends when declared by the
Board of Directors of the Company out of assets legally available for that
purpose and subject to the dividend obligations of the Company to holders of
any preferred stock then outstanding.
In the event of a liquidation, dissolution or winding up of the Company,
the holders of common stock are entitled to share equally and ratably in the
assets available for distribution after payment of all liabilities, and
subject to any prior rights of any holders of preferred stock outstanding at
that time.
The holders of common stock have no preemptive, subscription, conversion
or redemption rights, and are not subject to further calls or assessments of
the Company. Each share of common stock is entitled to one vote in the
election of directors and on all other matters, submitted to a vote of
stockholders.
The Company's Articles of Incorporation provide that a holder of any
class or series of stock entitled to vote in the election of directors shall
be entitled to cumulate his votes, and may cast votes equal to the number of
votes which (except for cumulative voting) he would be entitled to cast for
the election of directors with respect to his shares of stock multiplied by
the number of directors to be elected. Such shareholders may cast all such
votes for a single director or allocate such votes to two or more directors as
such shareholder sees fit. Under Nevada law, to exercise the right to
cumulative voting, a shareholder must give the Company written notice of his
intent to do so as least 48 hours before the time fixed for the annual
meeting. Such written notice must be give to the president or secretary of
the Company.
PREFERRED STOCK
The Company's Articles of Incorporation authorize the issuance of
5,000,000 shares of preferred stock, $.001 par value. Preferred stock may be
issued from time to time in one or more series, and the board of directors,
without further approval of the stockholders, is authorized to fix the
dividend rates and terms, conversion rights, voting rights, redemption rights
and terms, liquidation preferences and any other rights, preferences,
privileges and restrictions applicable to each series of preferred stock. The
purpose of authorizing the board of directors to determine such rights,
preferences, privileges and restrictions is to eliminate delays associated
with a stockholder vote on specific issuances. The issuance of preferred
stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes, could, among other things, adversely affect the
voting power of the holders of common stock and, under some circumstances,
make it more difficult for a third party to gain control of the Company.
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As of December 17, 1999, the Company had 1,266,105 shares of preferred
stock outstanding, which shares have been designated series A convertible
preferred stock. The preferred stock is convertible into common stock on a 1
for 1 basis. Holders of preferred stock are entitled to receive dividends
equal to any dividends paid on the common stock. In the event of a
liquidation of the Company, holders of preferred stock are entitled to receive
$3.75 per share prior to any distributions to be made to holders of common
stock. The preferred stock is not redeemable. Holders of preferred stock are
entitled to vote together with the holders of common stock on an "as-
converted" basis.
The preferred stock will be automatically converted into an equal number
of shares of common stock in the event that the closing market price of the
common stock equals or exceeds $10.00 per share for 30 consecutive trading
days and a registration statement covering the resale of the common stock is
then effective.
No other series of preferred stock has been designated by the Company.
REPORTS TO INVESTORS
The Company intends to provide holders of its securities with annual
reports containing financial statements. The Company also will issue
quarterly or other interim reports to its stockholders as it deems
appropriate.
TRANSFER AGENT
American Securities Transfer & Trust, Inc., 12039 West Alameda Parkway,
Suite Z-2, Lakewood, Colorado 80228, serves as the transfer agent for the
Common Stock of the Company.
ITEM 2. EXHIBITS.
The following exhibits are filed with this Registration Statement:
3.1 Articles of Incorporation and Bylaws (incorporated by reference to
Exhibit 2.1 to Registrant's Form 1-A Offering Statement (SEC File
No. 24D-3802 SML)
3.2 Certificate of Designations, Powers, Preferences and Rights of the
Series A Convertible Preferred Stock (incorporated by reference to
Exhibit 3.1 to the Registrant's Form 10-KSB for the year ended
March 31, 1998)
3.3 Certificate of Amendment to the Articles of Incorporation dated
February 17, 1998 (incorporated by reference to Exhibit 3.2 to
the Registrant's Form 10-KSB for the year ended March 31, 1998)
3.4 Certificate of Amendment to Articles of Incorporation dated
July 6, 1999 (filed herewith electronically)
4.1 Specimen Stock Certificate (filed herewith electronically)
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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.
DATALINK.NET, INC.
Dated: December 21, 1999 By/s/ Anthony N. LaPine
Anthony N. LaPine, President
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CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
DATALINK SYSTEMS CORPORATION
Datalink Systems Corporation, a corporation organized and existing under the
Nevada General Corporation law, does hereby certify that its Articles of
Incorporation are to be amended as follows:
FIRST: The following Articles of the Corporation's Articles of
Incorporation are hereby amended to read as follows:
ARTICLE 1
NAME
The name of the Corporation shall be: Datalink.net, Inc.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which this Corporation shall
have authority to issue is: Fifty Million (50,000,000) shares of
$.01 par value each, which shares shall be designated "Common
Stock"; and Five Million (5,000,000) shares of $.001 par value
each, which shares shall be designated "Preferred Stock", and
which may be issued in one or more series at the discretion of
the Board of Directors. The Board of Directors is hereby vested
with authority to fix by resolution or resolutions the designa-
tions and the powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations
or restrictions thereof, including without limitation the dividend
rate, conversion or exchange rights, redemption price and liqui-
dation preference, of any series of shares of Preferred Stock and
to fix the number of shares constituting any such series, and to
increase or decrease the number of shares of any such series (but
not below the number of shares thereof then outstanding). In
case the number of shares of any such series shall be so decreased,
the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions
originally fixing the number of shares of such series. All shares
of any one series shall be alike in every particular except as
otherwise provided by these Articles of Incorporation or the
Nevada Business Corporation Act.
SECOND: The foregoing Amendments were adopted by written unanimous consent
of the Board of Directors of the Corporation on May 17, 1999, in
accordance with the provisions of Sections 78.315.2 and 78.390.1
(a) of the Nevada General Corporation Law.
THIRD: The foregoing Amendments were approved by the affirmative vote
of holders of shares representing a majority of the voting power
of each class or series of the Corporation's voting shares on
June 22, 1999, in accordance with the provisions of Section
78.320.2 and 78.390.1(b) of the Nevada General Corporation Law.
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IN WITNESS WHEREOF, Datalink Systems Corporation has caused this Certificate
of Amendment to be signed and acknowledged by its President and Secretary this
6th day of July 1999.
DATALINK SYSTEMS CORPORATION
By:/s/ Anthony N. LaPine
Anthony N. LaPine, President
By:/s/ Sara A. Fiscus
Sara A. Fiscus, Secretary
COMMON STOCK COMMON STOCK
SHARES SHARES
Datalink.net
This certificate is Incorporated under the See reverse for
transferable in Denver, Laws of the State of Nevada certain definitions
CO or in New York, NY CUSIP 23804A 20 6
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
Fully paid and non-assessable shares of common stock, $.01 par value
per share, of
Datalink.net, Inc.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signature
of its duly authorized officers.
Dated:
Datalink.net, Inc.
Corporate
/s/ William A. Mahan SEAL /s/ Anthony LaPine
Secretary Nevada President
Countersigned and Registered:
AMERICAN SECURITIES TRANSFER
& TRUST, INC.
P.O. Box 1586
Denver, Colorado 80201
Transfer Agent and Registrar
By
Authorized Signature
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Datalink.net, Inc.
The Corporation will furnish to any shareholder, upon request and without
charge, a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights, so far as the same shall have been fixed, and the
authority of the Board of Directors to designate and fix any preferences,
rights and limitations of any wholly unissued series. Any such request should
be addressed to the Secretary of the Corporation at its corporate
headquarters.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED
OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
TO THE ISSUANCE OR REPLACEMENT CERTIFICATE.
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:
UNIF GIFT
TEN COM - as tenants in common MIN ACT -.....Custodian........
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform Gifts to
Minors Act____________
(State)
UNIF TRF
MIN ACT -Custodian (until age ___)
(Cust)
....under Uniform Transfers
(Minor)
to Minors Act)____________
(State)
Additional abbreviations may also be used
though not listed in the above list.
FOR VALUE RECEIVED, ___________________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
____________________
_____________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)
_____________________________________________________________________________
_____________________________________________________________________________
______________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
____________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
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full power of substitution in the premises.
Dated_________________________
X _________________________________
X _________________________________
NOTICE: The signature to this assignment
must correspond with the name(s)
as written upon the face of the
certificate in every particular,
without alteration or enlargement
or any change whatever.
Signature(s) Guaranteed
By_______________________________________
The signature(s) must be guaranteed by
an eligible guarantor institution (banks,
stockbrokers, savings and loan associa-
tions and credit unions with membership
in any approved signature guarantee medal-
lion program) pursuant to S.E.C. Rule
17Ad-15.
