As filed with the Securities and Exchange Commission on April 11, 1997
Registration No.
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
_________________
INTELLECTUAL TECHNOLOGY, INC.
(Exact name of registrant as specified in its Charter)
Delaware 84-1130227
(State of Incorporation) (I.R.S. Employee Identification No.)
10639 Roselle Street, Suite 6
San Diego, California 92121
(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 which
to be Registered Each Class is to be Registered
N/A N/A
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instructions A.(c)(1), 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, $.00001 par value
(Title of Class)
Class A Common Stock Purchase Warrants
(Title of Class)
Class B Common Stock Purchase Warrants
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION
Item 1. Description of Registrant's Securities to be Registered
The information required in this item is incorporated by reference to the
Registrant's Registration Statement on Form S-18 (Registration No. 33-33092-D),
effective April 17, 1990.
Item 2. Exhibits
The following exhibits are filed as part of this Registration Statement:
(a) Certificate of Incorporation, incorporated by reference to
Registration Statement No. 33-33092-D, effective April 17, 1990.
(b) Amendment to Certificate of Incorporation, dated as of
________________.
(c) Bylaws, incorporated by reference to Registration Statement No.
33-33092-D, effective April 17, 1990.
(d) Specimen Stock Certificate, incorporated by reference to Registration
Statement No. 33-33092-D, effective April 17, 1990.
(e) Specimen Class A Warrant Certificate, incorporated by reference to
Registration Statement No. 33-33092-D, effective April 17, 1990.
(f) Specimen Class B Warrant Certificate, incorporated by reference to
Registration Statement No. 33-33092-D, effective April 17, 1990.
(g) Unit Warrant Agreement, incorporated by reference to Registration
Statement No. 33-33092-D, effective April 17, 1990.
(h) Rights of Stockholders (included in (a), (b), (d), (e) and (f),
above).
<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, thereto duly authorized.
Date: April 10, 1997 INTELLECTUAL TECHNOLOGY, INC.
By: /s/
-----------------------------------
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
BRIDGESTONE CORP.
(A Delaware Corporation)
The undersigned, being the President of Bridgestone Corp., a Delaware
corporation (the "Corporation"), and being duly authorized to act on behalf of
the Corporation, does hereby adopt and file this Certificate of Amendment to the
Certificate of Incorporation of the Corporation pursuant to Sections 103 and 242
o the General Corporation Law of Delaware, and for such purposes certifies that:
FIRST: The name of the Corporation is Bridgestone Corp.
SECOND: The paragraphs presented below correctly set forth amendments to
the Certificate of Incorporation of the Corporation, and were adopted by vote of
the stockholders of the Corporation sufficient for approval on March 21, 1997,
in the manner prescribed by the General Corporation Law of Delaware.
4. Article I of the Certificate of Incorporation of the Corporation is
amended to read in its entirety as follows:
Article I
NAME AND DURATION
The name of this corporation is Intellectual Technology, Inc. (the
"Company"). It shall have perpetual existence.
5. Article 5.05 of the Certificate of Incorporation of the Corporation is
amended to read in its entirety as follows:
5.05. Amendment of Stockholder Rights -- Combination of Outstanding Shares.
In accordance with Section 242(a) of the General Corporation Law, a
one-for-fifty reverse stock split is declared with respect to all of the shares
of Common Stock issued and outstanding at the close of business on March 21,
1997 (the "Effective Time"), so that every fifty shares of Common Stock, par
value $0.00001 per share, outstanding at the Effective Time are combined into
one share of Common Stock, par value $0.00001 per share, with the stated capital
of the Corporation being adjusted accordingly.
3. Articles 5.01 of the Certificate of Incorporation of the Corporation is
amended to read in its entirety as follows:
5.01 Authorized Shares. The aggregate number of shares which the Company
shall have authority to issue is Twenty-One Million (21,000,000). Twenty Million
(20,000,000) shares shall be designated "Common Stock" and shall have a par
value of $0.00001 per share. One Million (1,000,000) shares shall be designated
"Preferred Stock" and shall have a par value of $0.00001 per share. All shares
of the Company shall be issued for such consideration, expressed in dollars, as
the Board of Directors may, from time to time, determine.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Amendment on the twenty-fourth day of March, 1997
/s/Walter G. Fuller
-----------------------------------
Walter G. Fuller, President
<PAGE>
STATE OF INDIANA )
) ss.
COUNTY OF DE KALB )
I, the undersigned, a notary public, being authorized by the laws of the
State of Indiana to take acknowledgements of deeds, hereby certify that on the
twenty-fourth day of March, 1997, the above named person personally appeared
before me and, being by me first duly sworn, declared that he is the person who
signed the foregoing Certificate of Amendment to the Certificate of
Incorporation as President, that such Certificate of Amendment is the act and
deed of Bridgestone Corp., a Delaware corporation, and that the statements
therein contained are true.
WITNESS my hand and official seal.
(SEAL) ---------------------------------------
Notary Public
My Commission Expires:
10/17/97
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