The Law Office of Stephen E. Rounds
4635 East Eighteenth Avenue
Denver, CO USA 80220
Tel.303.377.6997 Fax 303.377.0231
October 14, 1999
Securities and Exchange Commission
Division of Corporation Finance
450 5th Street NW
Washington, DC 20549
Attn: Small Business Office
Re: W3 Group, Inc.
Form 8-A - Upgrade to 12(g) Registration from 15(d) Status
(33-21546-D)
Dear Sir or Madam:
Filing. We represent the registrant and file this Form 8-A
for registration of the common stock class under section 12(g) of
the Securities Exchange Act of 1934. This filing was briefly
discussed on a prospective basis with Michael Clampitt on about
September 27, 1999.
Eligibility for Form 8-A. This fiscal year, the registrant
has 335 holders of record shares of its common stock. This number
has been determined by the registrant pursuant to rule 12g5-1,
based on the records provided by its transfer agent. Therefore,
the registrant is subject to the mandatory filing obligations of
section 15(d) of the Exchange Act (see the third sentence of
section 15(d)). The registrant originally filed its registration
statement in the Denver office of the Commission in 1989 (SEC
File No. 33-21546-D). The registrant now elects to upgrade its
reporting status to full 12(g) registration.
The registrant is current in filing all of the reports
required to be filed by it under section 13 pursuant to its
reporting obligation under section 15(d).
Imminent Delisting from OTCBB. The registrant faces
delisting as of Wednesday, October 20, 1999, unless the
registrant is registered under section 12(g) by noon on that
date. Your expedited issue of the 1934 Act "000-" file number
will be appreciated. Please send the notice directly to this
office.
Please feel free to contact the undersigned by telephone or
by fax at your earliest
convenience if the staff has any questions about this filing.
Thank you.
Yours Sincerely,
/s/ Stephen E. Rounds
Stephen E. Rounds
SER/ndz
cc: W3 Group, Inc.
<PAGE>
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
W3 Group, Inc.
(Exact name of registration as specified in its charter)
Colorado 84-1108035
(State of Incorporation) (I.R.S. Identification No.)
444 Madison Avenue, Suite 1710, New York, NY 10022
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
None None
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(a), 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. [ ]
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, No Par Value
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The registrant has more than 300 holders of record of shares of
its common stock. This number has been determined by the
registrant pursuant to rule 12g5-1, based on the records provided
by its transfer agent. Therefore, the registrant is subject to
the mandatory filing obligations of section 15(d) of the Exchange
Act. The registrant (formerly named Concorde Strategies Group,
Inc.) originally filed its registration statement in the Denver
office of the Commission in 1989 (SEC File No. 33-21546-D). The
registrant now elects to upgrade its reporting status to full
12(g) registration.
The registrant is current in filing all of the reports required
to be filed by it under section 13 pursuant to its reporting
obligation under section 15(d).
Item 1. Description of Registrant's Securities to be Registered
(a) Capital Stock. Pursuant to its Articles of
Incorporation, the Registrant is authorized to issue 600,000,000
shares, of which (i) 500,000,000 are shares of Common Stock, no
par value; and 100,000,000 are shares of Preferred Stock, no par
value. No class of shares is entitled to preemptive rights of
any kind. There are no provisions of the Articles of
Incorporation or By-laws which would have an effect of delaying,
deferring or preventing a change in control of the Registrant and
that would operate only with respect to an extraordinary
corporate transaction involving the Registrant (such as a merger,
reorganization, tender offer, sale or transfer of all
substantially all of its assets, or liquidation).
Common Stock. Each share of Common Stock entitles the
holder thereof to one vote at all meetings of shareholders at
which a matter is submitted to a vote of shareholders. Cumulative
voting is not permitted. A majority of the shares of Common
Stock entitled to vote, represented in person or by proxy,
constitutes a quorum at a meeting of shareholders. Except where
otherwise required by the Colorado Business Corporation Act, the
vote of the holders of a majority of the shares present at a
meeting where a quorum is present, is required to approve matters
submitted for a vote. Each share of Common Stock entitles
the holder thereof, subject to prior rights of holders of any
outstanding Preferred Stock, to receive any dividends declared by
the board of directors of the Registrant, and in the event of
dissolution, liquidation or winding up of the Registrant, to
share ratably in assets remaining after creditors (including
holders of any Preferred stock, as to liquidation preference)
have been paid.
Preferred Stock. The preferred stock is issuable in
one or more series by authority of the board of directors of the
Registrant, without shareholder authorization, as to rights to
redemption, preference in liquidation, dividends and other
matters, as to special, conditional, or limited voting rights (or
no voting rights). The Preferred Stock could rank prior to the
Common Stock with respect to payment of dividends and the return
of capital in the event of dissolution, liquidation or winding up
of the Registrant.
Series B Convertible Preferred Stock. The holders of
shares of Series B Convertible Preferred Stock have no voting
rights whatsoever, either separately or as a class, and no holder
of Series B Convertible Preferred Stock shall vote or otherwise
participate in any proceedings in which actions are taken by the
Registrant or by stockholders thereof or be entitled to
notification as to any meeting of the board of directors or
stockholders. No dividend shall be declared or paid or any other
distribution declared, ordered or made upon the Series B
Convertible Preferred Stock. Each share of Series B Convertible
Preferred Stock is convertible into .0416 shares of Common Stock
at the election of the holder thereof at any time after October
15, 1998, but before the close of business on October 14, 2002.
(b) Debt Securities. Not applicable.
(c) Warrants and Rights.
Common Stock Purchase Warrants. Each Warrant entitles
the holder thereof to purchase one share of Common Stock at a
price of $6.00 per share at any time commencing on October 1,
1999 and prior to 5:00 p.m. Eastern Time on October 1, 2001. The
Company may extend the exercise period by giving notice of such
extension. The Warrants are redeemable by the Company at any time
after issuance and prior to their expiration at a rate of $.001
per Warrant, upon 30 days prior written notice, in the event (.i)
a Registration Statement registering for sale under the
Securities Act of 1933, as amended (the "Act"), the shares of the
Company's Common Stock issuable upon exercise of the Warrant, has
been filed with the Securities and Exchange Commission and is in
effect on the date of written notice and the redemption date
herein, (ii) there has been developed and exists on the date of
written notice a public trading market for the Company's
Common Stock and such shares are listed for quotation on the
NASDAQ Stock Market or OTC Electronic Bulletin Board, and (iii)
the public trading price of the Company's Common Stock has
equaled or exceeded $7.50 per share for ten (10) or more
consecutive trading days ending on the tenth day prior to the day
on which the notice of redemption is given. On each occasion
that the Company elects to exercise its rights of redemption, the
Company must mail such written notice within ten (10) days
following the satisfaction of all of the foregoing conditions.
The holders of the Warrant called for redemption shall have the
right to exercise the Warrants evidenced hereby until close of
business on the date next preceding the date fixed for
redemption. On or after the date fixed for redemption, the
holder hereof shall have no rights with respect to this Warrant
except the right to receive $.001 per Warrant upon surrender of
the Warrant.
Series B Convertible Stock Purchase Warrants. Each
Warrant entitles the holder thereof to purchase one share of
Series B Convertible Preferred Stock at a price of $3.00 per
share at any time after August 1, 1999, and prior to 5:00 p.m.
Eastern Time on February 1, 2002. The Company may extend the
exercise period by giving notice of such extension. The Warrants
are redeemable by the Company at any time after thirteen months
after issuance and prior to their expiration at a rate of $.05
per Warrant, upon 30 days prior written notice, provided that the
closing sale price of the Series B Convertible Preferred Shares
as
reported on the OTC Electronic Bulletin Board shall have been at
least $4.80 (160 per cent of the exercise price of the Warrants)
on each of the 20 consecutive days ending on the tenth day prior
to the day on which the notice of redemption is given. Warrants
may be exercised during the 30 day notice period.
(d) Other Securities. Not applicable.
(e) Market Information.
The number of record shareholders for the Company's
Common Stock is 335 and for its Series B Convertible Preferred
Stock is 39. There currently are 9 market makers for the
Company's Common Stock and 13 market makers for its Series B
Convertible Preferred Stock.
The following tables show for the periods indicated the range of
high and low bid quotes for the Common Stock and Series B
Convertible Preferred Shares obtained from the OTC Electronic
Bulletin Board and reflect inter-dealer prices, do not include
retail mark-ups, mark-downs, or other fees or commissions, and
may not necessarily represent actual transactions.
COMMON STOCK TRADING HISTORY (Since March 24, 1997)
Fiscal 1997 High Low
Quarter ended March 31, 1997 $0.6250 $0.3750
Quarter ended June 30, 1997 $0.8750 $0.8125
Quarter ended September 30, 1997 $2.0000 $0.6250
Quarter ended December 31, 1997 $1.9375 $1.3437
Fiscal 1998
Quarter ended March 31, 1998 $1.5625 $0.6250
Quarter ended June 30, 1998 $1.0000 $0.4375
Quarter ended September 30, 1998 $0.7500 $0.0313
Quarter ended December 31, 1998 $0.1875 $0.0313
Fiscal 1999
Quarter ended March 31, 1999 $0.6250 $0.0400
Quarter ended June 30, 1999 $0.5000 $0.1563
Quarter ended September 30, 1999 $0.3125 $0.1000
SERIES B CONVERTIBLE PREFERRED SHARE TRADING HISTORY (Since
December 4, 1997)
Fiscal 1997 High Low
Quarter ended December 31, 1997 $0.3125 $0.8750
Fiscal 1998
Quarter ended March 31, 1998 $4.7500 $0.4375
Quarter ended June 30, 1998 $5.0625 $4.1250
Quarter ended September 30, 1998 $5.1250 $0.4375
Quarter ended December 31, 1998 $1.8750 $1.0625
Fiscal 1999
Quarter ended March 31, 1999 $6.0625 $1.5500
Quarter ended June 30, 1999 $6.1250 $2.1250
Quarter ended September 30, 1999 $6.3125 $1.0625
(f) American Depository Receipts. Not Applicable.
Item 2. Exhibits. (i) The Articles of Incorporation (as
amended) and the By-Laws of the Registrant are incorporated by
reference from the Registrant's Registration Statement on Form
S-18, filed under the name of Unified Industries, Inc.,
Commission File Number 33-21546-D.
(ii) Articles of Amendment to the Articles of
Incorporation filed with the State of Colorado
(iii) Form of Common Stock Purchase Warrant
(iv) Form of Series B Convertible Preferred
Stock Purchase Warrant.
Pursuant to the requirements of the Securities Act of 1934
Concorde Strategies Group, Inc. has caused this registration
statement on Form 8-A to be signed on its behalf by the
undersigned, thereto duly authorized.
W3 Group, Inc.
October ,1999
By:
P. Richard Sirbu
Chairman and CEO
<PAGE>
EXHIBIT 2.
Mail to: Secretary of State For office use only
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
ARTICLES OF AMENDMENT
Please include a typed TO THE
self-addressed envelopeARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business
Corporation Act, the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation:
First: The name of the corporation is Concorde Strategies
Group, Inc.
Second: The following amendment to the Articles of
Incorporation was adopted on July 24, 1997, as prescribed by the
Colorado Business Corporation Act, in the manner marked with an X
below:
No shares have been issued or Directors Elected -
Action by Incorporators
No shares have been issued but Directors Elected -
Action by Directors
X Such amendment was adopted by the board of
directors where shares have been issued and
shareholder action was not required. CRS section 7-106-102
Such amendment was adopted by a vote of the
shareholders. The number of shares
voted for the amendment was sufficient for approval.
The text of the Amendment follows:
There is created out of the authorized class of preferred
stock, the Series B Convertible Preferred Stock, for which 1.5
million shares of preferred stock are hereby designated the
"Series B Convertible Preferred Stock" with the following rights:
No
voting rights, separately or as a class, unless voting rights are
specifically granted under the Colorado Business Corporation Act;
No right to notification of meetings of the board of directors or
of the shareholders of the Corporation; No dividend shall ever be
declared or paid or made upon the Series B Convertible Preferred
Stock; Each share of Series B Convertible Preferred Stock is
convertible into 1.25 shares of Common Stock of the Corporation,
at the election of the holder at any time after October 15, 1998
but before the close of business on October 14, 2002.
Concorde Strategies Group, Inc.
Stephen E. Rounds, Attorney
duly authorized
Revised
7/95
<PAGE>
EXHIBIT 3. Form of Common Stock Purchase Warrant
Each Warrant entitles the Warrant holder to purchase, commencing
upon the Exercise Date, as defined in paragraph 1 of this
Certificate, but before 5:00 o'clock p.m. Eastern Standard Time,
on the 1st day of October, 2001 ("Expiration Date") but not
thereafter, to subscribe for, purchase and receive one (1) fully
paid share of Common Stock of Concorde Strategies Group, Inc. , a
Colorado Corporation (the "Company"), at a purchase price of six
dollars ($6.00) cash per share of Common Stock ("Exercise Price")
upon presentation and surrender of this Warrant and upon payment
of the Exercise Price for such shares of Common Stock of the
Company, at any time after the Exercise Date, but only subject
to the conditions set forth herein. The Exercise Price, the
number of shares purchasable upon exercise of each warrant, and
the Expiration Date are subject to adjustments described herein.
1. The Warrants may be exercised in whole or in part at any
time after October 1, 1999 and prior to 5:00 p.m. Eastern Time on
the 1st day of October, 2001 ("Expiration Date"): provided,
however, that the Company may extend the Exercise Period of this
Warrant by giving notice of such extension.
2. The Company may extend the Expiration Date for the
exercise of this warrant at any time by giving thirty (30) days'
written notice thereof to the Warrant holder.
3. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. In the event
the Common Stock issuable upon exercise of the Warrant shall be
changed into the same or different number of shares of any class
or classes of stock, whether by capital reorganization,
reclassification or otherwise, or in the event the Company shall
at any time issue Common Stock by way of dividend or other
distribution on any stock of the Company, or subdivide or combine
the outstanding shares of Common Stock, then in each such event
the Holder of the Warrant shall have the right thereafter to
execute such Warrant and receive the kind and amount of shares of
stock and other securities and property receivable upon such
reorganization, reclassification or other change by holders of
the number of shares of Common Stock into which such Warrant
might have been exercised immediately prior to such
reorganization, reclassification or change. In the case of any
such reorganization, reclassification or change, the Exercise
Price shall also be appropriately adjusted so as to maintain the
aggregate Exercise Price. No adjustment of the Exercise Price
shall be made as a result of or in connection with (1) the
issuance of Common Stock of the Company pursuant to options,
warrants and share purchase agreements now in effect or hereafter
outstanding or created, (2) the establishment of option plans of
the Company, the modification, renewal or extension of any plan
now in effect or hereafter created, or the issuance of Common
Stock upon exercise of any options pursuant to such plans, (3)
the issuance of Common Stock in connection with an acquisition,
consolidation or merger of any type in which the Company is the
continuing corporation, or (4) the issuance of Common Stock in
consideration of such cash, property or service as may be
approved by the Board of Directors of the Company.
4. The Company may, in its sole discretion, lower the
purchase price at any time, or from time-to-time. When any
adjustment is made in the purchase price, the Company shall cause
a copy of such statement to be mailed to the Warrant holder, as
of a date within ten (10) days after the date when the purchase
price has been adjusted.
5. REDEMPTION. The Company shall have the right to redeem
any or all outstanding and unexercised Warrants evidenced by this
Certificate at a redemption price of $.001 per Warrant upon
thirty (30) days' written notice in the event (i) a Registration
Statement registering for sale under the Securities Act of 1933,
as amended (the "Act"), the shares of the Company's Common Stock
issuable upon exercise of the Warrant, has been filed with the
Securities and Exchange Commission and is in effect on the date
of written notice and the redemption date herein, (ii) there has
been developed and exists on the date of written notice a public
trading market for the Company's Common Stock and such shares are
listed for quotation on the NASDAQ Stock Market or OTC Electronic
Bulletin Board, and (iii) the public trading price of the
Company's Common Stock has equaled or exceeded $7.50 per share
for ten (10) or more consecutive trading days ending on the tenth
day prior to the day on which the notice of redemption is given.
On each occasion that the Company elects to exercise its rights
of redemption, the Company must mail such written notice within
ten (10) days following the satisfaction of all of the foregoing
conditions. The holders of the Warrant called for redemption
shall have the right to exercise the Warrants evidenced hereby
until close of business on the date next preceding the date fixed
for redemption. On or after the date fixed for redemption, the
holder hereof shall have no rights with respect to this Warrant
except the right to receive $.001 per Warrant upon surrender of
this Certificate.
EXHIBIT 4. Form of Series B Convertible Preferred Stock Purchase
Warrant
Each Warrant entitles the Warrant holder to purchase, commencing
upon the Exercise Date, as defined in paragraph 1 of this
Certificate, but before 5:00 o'clock p.m. Eastern Standard Time,
on the 1st day of February, 2002 ("Expiration Date") but not
thereafter, to subscribe for, purchase and receive one (1) fully
paid share of Series B Convertible Preferred Stock of Concorde
Strategies Group, Inc. , a Colorado Corporation (the "Company"),
at a purchase price of three dollars ($3.00) cash per share of
Series B Convertible Preferred Stock ("Exercise Price") upon
presentation and surrender of this Warrant and upon payment of
the Exercise Price for such shares of Series B Convertible
Preferred Stock of the Company, at any time after the Exercise
Date, but only subject to the conditions set forth herein. The
Exercise Price, the number of shares purchasable upon exercise of
each warrant, and the Expiration Date are subject to adjustments
described herein.
1. The Warrants may be exercised in whole or in part at any
time after August 1, 1999 and prior to 5:00 p.m. Eastern Time on
the 1st day of February, 2002 ("Expiration Date"): provided,
however, that the Company may extend the Exercise Period of this
Warrant by giving notice of such extension.
2. The Company may extend the Expiration Date for the
exercise of this warrant at any time by giving thirty (30) days'
written notice thereof to the Warrant holder.
3. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. In the event
the Series B Convertible Preferred Stock issuable upon exercise
of the Warrant shall be changed into the same or different number
of shares of any class or classes of stock, whether by capital
reorganization, reclassification or otherwise, or in the event
the Company shall at any time issue Series B Convertible
Preferred Stock by way of dividend or other distribution on any
stock of the Company, or subdivide or combine the outstanding
shares of Series B Convertible Preferred Stock, then in each such
event the Holder of the Warrant shall have the right thereafter
to execute such Warrant and receive the kind and amount of shares
of stock and other securities and property receivable upon such
reorganization, reclassification or other change by holders of
the number of shares of Series B Convertible Preferred Stock into
which such Warrant might have been exercised immediately prior to
such reorganization, reclassification or change. In the case of
any such reorganization, reclassification or change, the Exercise
Price shall also be appropriately adjusted so as to maintain the
aggregate Exercise Price. No adjustment of the Exercise Price
shall be made as a result of or in connection with (1) the
issuance of Series B Convertible Preferred Stock of the Company
pursuant to options, warrants and share purchase agreements now
in effect or hereafter outstanding or created, (2) the
establishment of option plans of the Company, the modification,
renewal or extension of any plan now in effect or hereafter
created, or the issuance of Series B Convertible Preferred Stock
upon exercise of any options pursuant to such plans, (3) the
issuance of Series B Convertible Preferred Stock in connection
with an acquisition, consolidation or merger of any type in which
the Company is the continuing corporation, or (4) the issuance of
Series B Convertible Preferred Stock in consideration of such
cash, property or service as may be approved by the Board of
Directors of the Company.
4. The Company may, in its sole discretion, lower the
purchase price at any time, or from time-to-time. When any
adjustment is made in the purchase price, the Company shall cause
a copy of such statement to be mailed to the Warrant holder, as
of a date within ten (10) days after the date when the purchase
price has been adjusted.
5. REDEMPTION. The Company shall have the right to redeem
any or all outstanding and unexercised Warrants at a redemption
price of $.05 per Warrant upon thirty (30) days' written notice
in the event (i) a Registration Statement registering for sale
under the Securities Act of 1933, as amended (the "Act"), the
shares of the Company's Series B Convertible Preferred Stock
issuable upon exercise of the Warrant, has been filed with the
Securities and Exchange Commission and is in effect on the date
of written notice and the redemption date herein, (ii) there has
been developed and exists on the date of written notice a public
trading market for the Company's Series B Convertible Preferred
Stock and such shares are listed for quotation on the NASDAQ
Stock Market or OTC Electronic Bulletin Board, and (iii) the
public trading price of the Company's Series B Convertible
Preferred Stock has equaled or exceeded $4.80 per share for
twenty (20) or more consecutive trading days ending on the tenth
day prior to the day on which the notice of redemption is given.
On each occasion that the Company elects to exercise its rights
of redemption, the Company must mail such written notice within
ten (10) days following the satisfaction of all of the foregoing
conditions. The holders of the Warrant called for redemption
shall have the right to exercise the Warrants evidenced hereby
until close of business on the date next preceding the date fixed
for redemption. On or after the date fixed for redemption, the
holder hereof shall have no rights with respect to this Warrant
except the right to receive $.05 per Warrant.
