<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
North American Integrated Marketing, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2942013
- -------------------------------------------- -------------------------
(State of incorporation or organization) (I.R.S. employer
identification no.)
3 Garret Mountain Plaza, Suite 202A, West Paterson, NJ 07424
- ------------------------------------------------------ -------------------
(Address of principle 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
------------------------------ ------------------------------
None None
------------------------------ ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.00001
-------------------------------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Common Stock
The Company's authorized stock consists of 60,000,000 shares of common
stock, par value $.00001 per share (the "Common Stock") and 10,000,000 shares of
preferred stock, par value $.00001 per share (the "Preferred Stock"). As of
March 31, 1997, there were 40,100,091 shares of Common Stock outstanding held by
approximately 600 stockholders of record. Effective April 21, 1997 Registrant
approved a one-for-twelve reverse stock split so that as of April 25, 1997 there
were approximately 3,341,984 shares of Common Stock outstanding. Holders of
Common Stock are entitled to one vote for each share of record on any matters
voted upon by stockholders and do not have any cumulative voting rights. Holders
of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities. Holders of Common Stock have no preemptive rights and no right
to convert their Common Stock into any other security. There are no redemption
or sinking fund provisions applicable to the Common Stock. Rights, preferences
and privileges of holders of Common Stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of Preferred
Stock which the Company may designate and issue in the future. The Board of
Directors currently does not contemplate the issuance of any Preferred Stock.
Preferred Stock
The Board of Directors is authorized, without further action by
stockholders, to issue from time to time up to 10,000,000 shares of Preferred
Stock in one or more series, and to fix the designations, preferences, powers,
and relative, participating, optional or special rights and the qualifications,
limitations or restrictions thereof, including dividend rights, conversion
rights, voting rights and terms of redemption and liquidation preferences, any
or all of which may be greater than the rights of the Common Stock. The Board of
Directors, without stockholder approval, can from time to time issue Preferred
Stock with voting, conversion and other rights which could adversely affect the
voting power and other rights of the holders of Common Stock. Preferred Stock
could thus be issued quickly with terms calculated to delay or prevent a change
in control of the Company without any further actions by the stockholders. Under
certain circumstances this could have the effect of decreasing the market price
of the Common Stock. No shares of Preferred Stock have been issued and the
Company has no present plan to issue any such shares, nor is management aware of
any threatened transaction to obtain control of the Company.
2
<PAGE>
Certain Provisions of Certificate of Incorporation and Bylaws
Provisions with Anti-Takeover Implications. A number of provisions of the
Company's Restated Certificate of Incorporation ("Certificate of Incorporation")
and Bylaws involve matters of corporate governance and the rights of
stockholders. The Company's Certificate of Incorporation provides the Board of
Directors with the ability to issue shares of preferred stock and to set the
voting rights, preferences, and other terms thereof. This ability afforded to
the Board of Directors by the Certificate of Incorporation may be deemed to have
an anti-takeover effect and may discourage takeover attempts not first approved
by the Board of Directors (including takeovers which certain stockholders may
deem to be in their best interest). The Board of Directors is divided into three
classes, each as nearly equal in number as possible. A classified Board expands
the time required to change the composition of a majority of directors and may
tend to discourage any takeover bid for the Company. With a classified Board,
two annual meetings normally will be required for holders of a majority of the
Common Stock to change the composition of a majority of the Board of Directors,
since only one-third of the Directors will be elected at each meeting. In
addition, stockholders may remove members of the classified Board only for
cause. Because of the additional time required to change the composition of the
Board, classification of the Board also may make the removal of incumbent
management more difficult. Finally, the Certificate of Incorporation provides
that a director may be removed only for cause and only upon the affirmative vote
of the holders of 80% or more of the outstanding shares of capital stock
entitled to vote generally in the election of directors cast at a meeting of the
stockholders called for that purpose.
The foregoing provisions could discourage or make more difficult a merger,
tender offer, or proxy contest involving the Company, even if such events could
be beneficial to the interest of stockholders, and could potentially depress the
market price of Common Stock. In addition, Delaware law permits other such
provisions, including shareholders rights plans, which the Company would
generally be able to implement at any time without stockholder approval.
Authorized but Unissued Shares. The Company's Certificate of Incorporation
authorizes the issuance of 60,000,000 shares of Common Stock and 10,000,000
shares of Preferred Stock. These shares of Common Stock were authorized for the
purpose of providing the Board of Directors of the Company with as much
flexibility as possible to issue additional shares for proper corporate purposes
including equity financings, acquisitions, stock dividends, stock splits,
employee incentive plans and other similar purposes which would include public
offerings or private placements. The issuance of shares of Preferred Stock may
have an adverse effect on the Company's stockholders. See "Preferred Stock."
Stockholders of the Company do not have preemptive rights with respect to the
purchase of these shares. Therefore, such issuance could result in a dilution of
voting rights and book value per share as to Common Stock of the Company.
3
<PAGE>
The Company's Certificate of Incorporation and Bylaws also contain
provisions providing for the limitations of liability of directors and for the
indemnification of directors and officers to the full extent permitted under the
Delaware General Corporation Law.
Indemnification. The Certificate of Incorporation of the Company provides
that directors and officers of the Company will be indemnified by the Company to
the fullest extent authorized by Delaware law, as it now exists or may in the
future be amended, against all expenses and liabilities reasonably incurred in
connection with service for or on behalf of the Company.
Limitation of Liability. In addition, the Certificate of Incorporation
provides that directors of the Company will not be personally liable for
monetary damages to the Company for certain breaches of their fiduciary duty as
directors, unless they violated their duty of loyalty to the Company or its
stockholders, acted in bad faith, knowingly or intentionally violated the law,
authorized illegal dividends or redemptions, or derived an improper personal
benefit from their actions as directors. This provision does not affect the
availability of equitable remedies or non-monetary relief, such as an injunction
or rescission for breach of the duty of care. In addition, the provision applies
only to claims against the director arising out of his role as a director and
not in any other capacity (such as an officer or employee of the Company).
Furthermore, liability of a director for violations of the federal securities
laws will not be limited by this provision. Directors are not, however, liable
for monetary damages arising from decisions involving violations of the duty of
care which could be deemed grossly negligent.
Statutory Business Combination Provision. Section 203 of the Delaware
General Corporation Law ("Section 203") provides, with certain exceptions, that
a Delaware corporation may not engage in any of a broad range of business
combinations with a person or affiliate, or associate of such person, who is an
"interested stockholder" for a period of three years from the date that such
person became an interested stockholder unless: (i) the transaction resulting in
a person becoming an interested stockholder, or the business combination, is
approved by the board of directors of the corporation before the person becomes
an interested stockholders; (ii) the interested stockholder acquired 85% or more
of the outstanding voting stock of the corporation in the same transaction that
makes it an interested stockholder (excluding shares owned by persons who are
both officers and directors of the corporation, and shares held by certain
employee stock ownership plans); or (iii) on or after the date the person
becomes an interested stockholder, the business combination is approved by the
corporation's board of directors and by the holders of at least 66 2/3% of the
corporation's outstanding voting stock at an annual or special meeting,
excluding shares owned by the interested stockholder. Under Section 203, an
"interested stockholder" is defined as any person that is (i) the owner of 15%
or more of the outstanding voting stock of the corporation or (ii) an affiliate
or associate of the corporation and was the owner of 15% or
4
<PAGE>
more of the outstanding voting stock of the corporation at any time within the
three year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder.
Item 2. Exhibits.
Exhibits and Exhibit Index. The following exhibits are filed as part of the
registration statement or incorporated by reference in the registration
statement:
Exhibit
Number Description Page
------- --------------------------------------------------- ----
3.1 Restated Certificate of Incorporation.............. 5
3.2 Bylaws............................................. *
4.1 Specimen Copy of Common Share Certificate.......... __
- -------------
* Document previously filed with the Securities and Exchange Commission and
incorporated herein by reference to the same numbered exhibit in the
Registrant's Registration Statement effective May 18, 1989.
[This space intentionally left blank]
5
<PAGE>
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.
NORTH AMERICAN INTEGRATED
MARKETING, INC.
Date: April 30, 1997 /s/ Nicholas Robinson
------------------------------------------
Nicholas Robinson, Chief Executive Officer
and Chairman of the Board
6
<PAGE>
NORTH AMERICAN INTEGRATED MARKETING, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
CUSIP 656908 20 9
SEE REVERSE FOR
CERTAIN DEFINITIONS
SHARES
--------------
--------------
- -------------------------------------------------------------------------------
This
certifies
that
is the owners of
- -------------------------------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.00001 PAR VALUE, OF
NORTH AMERICAN INTEGRATED MARKETING, INC.
(hereinafter called the "Corporation"), transferrable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney, upon
surrender of the Certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions of
the Certificate of Incorporation, as amended, and the Bylaws of the Corporation,
as amended (copies of which are on file at the office of the Transfer Agent), to
all of which the holder of this Certificate by acceptance hereof assents. 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 signatures of its duly authorized officers.
DATE: NORTH AMERICAN INTEGRATED
MARKETING, INC.
CORPORATE
SEAL Countersigned:
/s/ Signature 1989 SECURITIES TRANSFER CORPORATION
- ------------------ DELAWARE P.O. Box 701629
PRESIDENT Dallas, Tx. 75370
By:
/s/ Signature
- ------------------ -----------------------------------
SECRETARY TRANSFER AGENT-AUTHORIZED SIGNATURE
<PAGE>
NORTH AMERICAN INTEGRATED MARKETING, INC.
TRANSFER FEE $15.00 PER NEW CERTIFICATE ISSUED
A FULL STATEMENT OF THE RELATIVE RIGHTS, INTERESTS, PREFERENCES AND
RESTRICTIONS OF EACH CLASS OF STOCK WILL BE FURNISHED BY THE
CORPORATION TO ANY SHAREHOLDER UPON WRITTEN REQUEST, WITHOUT CHARGE.
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:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______Custodian____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and net as Act __________________________________
tenants in common (State)
Additional abbreviations may also be used though not 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 postal 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 full power of substitution in the premises.
Dated _________, 19__
Signature:
X___________________________________
X___________________________________
Signature Guarantee:
- -----------------------------------------------------------
THE SIGNATURE(S) SHOULD BE MEDALLION STAMP GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION PURSUANT TO SEC RULE 17AD-15.
- -----------------------------------------------------------
Signature(s) guaranteed by:
- -----------------------------------------------------------
X NOTICE: The signature to this assignment must correspond
with the name as wirtten upon the face of the Certificate,
in every particular, without alteration or enlargement, or
any change whatever.
