UNITED STATES
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
ENTROPIN, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1090424
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
Entropin, Inc.
45926 Oasis Street
Indio, California 92201
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant Section 12(b) of the Act: NONE
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. [ ]
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. [X]
Securities Act registration statement file number to which this form
relates: 333-11308
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
Common Stock Purchase Warrants
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference from pages 28 through 29 of the Prospectus
contained in the Registrant's Registration Statement on Form SB-2,
No. 333-11308, filed on December 23, 1999.
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ITEM 2. EXHIBITS.
The following is a complete list of exhibits filed as part of this
Registration Statement, which Exhibits are incorporated herein.
Exhibit
Number Description
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3.1 Articles of Incorporation(1)
3.2 Bylaws(1)
3.3 Articles of Merger, as filed with the Colorado Secretary of State
on January 15, 1998(2)
3.4 Amended and Restated Articles of Incorporation, as filed with the
Colorado Secretary of State on January 15, 1998, as corrected(2)
3.5 Amended Articles of Incorporation, as filed with the Colorado
Secretary of State on July 20, 1998(3)
3.6 Amended and Restated Bylaws, dated March 20, 1999(4)
4.3 Specimen copy of stock certificate for Common Stock, $.001 par
value; Specimen copy of stock certificate for Series A Preferred
Stock, $.001 par value (2)
4.4 Form of Common Stock Purchase Warrant Certificate
10.1 Stock Option Plan(1)
10.2 Stock Bonus Plan(1)
10.3 Agreement and Plan of Merger, dated December 9, 1997 between
Vanden Capital Group, Inc. and Entropin, Inc.(2)
10.13 Agreement Among Shareholders, dated June 29, 1998(3)
10.14 1998 Compensatory Stock Plan (5)
10.16 Agreement Among Shareholders, dated March 3, 1999(4)
__________
(1) Incorporated by reference from the like numbered exhibits filed with
the Registrant's Registration Statement on Form S-1, No. 33-23693
effective October 21, 1989.
<PAGE>
(2) Incorporated by reference from the like numbered exhibits filed with
the Registrant's Current Report on Form 8-K, as amended, dated January 15,
1998.
(3) Incorporated by reference from the like numbered exhibits filed with
the Registrant's Registration Statement on Form S-1, No. 333-51737
effective August 21, 1998.
(4) Incorporated by reference from the like numbered exhibits filed with
the Registrant's Registration Statement on Form SB-2, No. 333-11308,
filed on December 23,1999.
(5) Incorporated by reference from the like numbered exhibit as filed with
the Registrant's Registration Statement on Form S-8 as filed on
December 30, 1998.
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.
ENTROPIN, INC.
Date: March 6, 2000 By: /s/ THOMAS G. TACHOVSKY
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Thomas G. Tachovsky, President,
Chief Executive Officer and Director
EXHIBIT 4.4
ENTROPIN, INC.
Incorporated Under the Laws of the State of Colorado
No. W- _____ Common Stock
Purchase Warrants
CUSIP 293844 11 4
CERTIFICATE FOR (See Reverse
COMMON STOCK For Certain
PURCHASE WARRANTS Definitions)
This Warrant Certificate certifies that ___________________, or
registered assigns ("the Warrant Holder"), is the registered owner of the
above indicated number of Common Stock Purchase Warrants (the "Warrants")
expiring on ____________________, 2005 (the "Expiration Date"). One
Warrant entitles the Warrant Holder to purchase one share of Common Stock
("Share") from Entropin, Inc., a Colorado corporation (the "Company"), at
a purchase price of $__________ (the "Exercise Price"), commencing on
______________________, 2000, and terminating on the Expiration Date
("Exercise Period"), upon surrender of this Warrant Certificate with the
exercise form hereon duly completed and executed with payment of the
Exercise Price at the office of Corporate Stock Transfer, Inc. (the
"Warrant Agent"), but only subject to the conditions set forth herein and
in a Warrant Agreement dated as of ____________________, 2000 (the "Warrant
Agreement") between the Company and the Warrant Agent. The Exercise Price,
the number of shares purchasable upon exercise of each Warrant, the number
of Warrants outstanding and the Expiration Date are subject to adjustments
upon the occurrence of certain events. The Warrant Holder may exercise all
or any number of Warrants. Reference hereby is made to the provisions on
the reverse side of this Warrant Certificate and to the provisions of the
Warrant Agreement, all of which are incorporated by reference in and made
a part of this Warrant Certificate and shall for all purposes have the same
effect as though fully set forth at this place.
Upon due presentment for transfer of this Warrant Certificate at the
office of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants, subject to any adjustments made in accordance with the provisions
of the Warrant Agreement, shall be issued to the transferee in exchange for
this Warrant Certificate, subject to the limitations provided in the
Warrant Agreement, upon payment of $________ per Warrant Certificate and
any tax or governmental charge imposed in connection with such transfer.
The Warrant Holder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants during
the period and in the manner stated hereon. The Exercise Price shall be
payable in lawful money of the United States of America and in cash or by
certified or bank cashier's check or bank draft payable to the order of the
Company. If
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upon exercise of any Warrants evidenced by this Warrant Certificate the
number of Warrants exercised shall be less than the total number of
Warrants so evidenced, there shall be issued to the Warrant Holder a new
Warrant Certificate evidencing the number of Warrants not so exercised.
Subject to the following paragraph, no Warrant may be exercised after
5:00 p.m. Mountain Time on the Expiration Date and any Warrant not
exercised by such time shall become void, unless extended by the Company.
The Warrants are subject to redemption by the Company at $.25 per
Warrant, no earlier than ______________________, 2001, at any time prior to
their expiration, or not less than 30 days' prior written notice to the
holders of Warrants, provided that the daily trading price per share of
Common Stock has been at least $__________ for a period of at least 10
consecutive trading days immediately preceding the date upon which the
notice of redemption is given. The Warrant Holders shall have the right to
exercise the Warrants held by them before the date specified in the
redemption notice. Upon expiration of such period, all rights of the
Warrant Holders shall terminate, other than the rights to receive the
redemption price, without interest, and the right to receive the redemption
price shall itself expire on the Warrant Expiration Date.
This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its President and by its Secretary, each by a facsimile of his/her
signature, and has caused a facsimile of its corporate seal to be imprinted
hereon.
Dated: ______________________
ENTROPIN, INC.
_____________________________ By________________________________
Higgins D. Bailey, Secretary Thomas G. Tachovsky, President
CORPORATE STOCK TRANSFER, INC.
Warrant Agent
By_________________________________
Carylyn K. Bell, President
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<PAGE>
FORM OF REVERSE SIDE OF WARRANT
This Warrant Certificate, when surrendered to the Warrant Agent at its
principal office by the Warrant Holder, in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, upon the payment of any tax
or other governmental charge imposed in connection with such exchange, for
another Warrant Certificate or Warrant Certificates of like tenor and
evidencing a like number of Warrants, subject to any adjustments made in
accordance with the provisions of the Warrant Agreement.
The Company and the Warrant Agent may deem and treat the registered
holder hereof as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone) for all proposes and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary. No Warrant Holder, as
such, shall have any rights of a holder of the Common Stock of the Company,
either at law or at equity, and the rights of the Warrant holder, as such,
are limited to those rights expressly provided in the Warrant Agreement and
in the Warrant Certificate.
Under the Warrant Agreement the Exercise Price is subject to
adjustment if the Company shall effect any merger, stock split or reverse
stock split, stock dividend, recapitalization or stock combination with
respect to the Common Stock. Any such adjustment of the Exercise Price
will also result in an adjustment of the number of shares of Common Stock
purchasable upon exercise of a Warrant or, if the Company should elect, an
adjustment of each outstanding Warrant into a different number of Warrants.
The Company shall not be required to issue fractions of Warrants upon
any such adjustment or to issue fractions of shares upon the exercise of
any Warrants upon any such adjustment, in accordance with the Warrant Agreement.
The Warrant Agreement is subject to amendment upon the approval of
holders of at least two-thirds of the outstanding Warrants as a group,
except that no such approval is required for the reduction of the Exercise
Price or extension of the Expiration Date. No amendment shall accelerate
the Expiration Date or increase the Exercise Price without the approval of
all the holders of all outstanding Warrants. A copy of the Warrant
Agreement will be available at all reasonable times at the office of the
Warrant Agent for inspection by any Warrant Holder. As a condition of such
inspection, the Warrant Agent may require any Warrant Holder to submit the
Warrant Holder's Warrant Certificate for inspection.
IMPORTANT: The Warrants represented by this Certificate may not be
exercised by a Warrant Holder unless at the time of exercise the underlying
shares of Common Stock are qualified for sale by registration or otherwise
in the state where the Warrant Holder resides or unless the issuance of the
shares of Common Stock would be exempt under the applicable state
securities laws. Further, a registration statement under the Securities
Act of 1933, as amended, covering the issuance of shares of Common Stock
upon the exercise of this Warrant must be in effect and current at the time
of exercise unless the issuance of shares of Common Stock upon any exercise
is exempt from the registration requirements of the Securities Act of 1933.
Unless such registration statement is in effect and current at the time of
exercise, or unless such an exemption is available the Company may decline
to permit the exercise of this Warrant.
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<PAGE>
TRANSFER FEE $_____ PER CERTIFICATE
ENTROPIN, INC.
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
UNIF GIFT MIN ACT -
TEN COM - as tenants in common Custodian
TEN ENT - as tenants by the entireties ------------------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts
tenants in common to Minors Act _______
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To Be Executed by the Registered Holder if the Registered Holder
Desires to Assign Warrants Evidenced by the
Within Warrant Certificate)
FOR VALUE RECEIVED ____________________ hereby sells, assigns and
transfers unto _____________________ Warrants, evidenced by the within
Warrant Certificate, and does hereby irrevocably constitute and appoint
_______________________ Attorney to transfer the said Warrants evidenced by
the within Warrant Certificate on the books of the Company, with full power
of substitution.
Dated: _________________ ________________________________
Signature
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.
Signature Guaranteed: _________________________________________
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<PAGE>
FORM OF ELECTION TO PURCHASE
(To be Executed by the Holder if the Registered Holder Desires to Exercise
Warrants Evidenced by the Within Warrant Certificate)
To Entropin, Inc.:
The undersigned hereby irrevocably elects to exercise ________
Warrants, evidenced by the within Warrant Certificate for, and to purchase
thereunder, __________ full shares of Common Stock issuable upon exercise
of said Warrants and delivery of $________ and any applicable taxes.
The undersigned requests that certificates for such shares be issued
in the name of:
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
_______________________________ _________________________________
(Please print name and address)
_______________________________ _________________________________
_______________________________ _________________________________
If said number of Warrants shall not be all the Warrants evidenced by
the within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name
of and delivered to:
__________________________________________________________________________
(Please print name and address)
__________________________________________________________________________
___________________________________________________________________________
Dated: ____________________ Signature: __________________________
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever, or if
signed by any other person the Form of Assignment hereon must be
duly executed and if the certificate representing the shares or
any Warrant Certificate representing Warrants not exercised is to
be registered in a name other than that in which the within
Warrant Certificate is registered, the signature of the holder
hereof must be guaranteed.
Signature Guaranteed: ____________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
TO S.E.C. RULE 17Ad-15.
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