FORM 8-A
Securities and Exchange Commission
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
LAIDLAW GLOBAL CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 84-1148210
(State of incorporation or organization) (I.R.S. Employer Identification No.)
100 Park Avenue, New York, NY 10017
(Address of principal 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
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None Not Applicable
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:
Registration No. 33-37203-D
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.00001 per share
(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 STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the common stock, $0.00001 par value (the "Common
Stock"), Class A Common Stock Puchase Warrants (the "Class A Warrants") and
Class B Common Stock Purchase Warrants (the "Class B Warrants") of Laidlaw
Global Corporation, formerly known as Fi-Tek V, Inc. (the "Company"), to be
registered hereunder is contained under the caption "Description of Securities"
on pages 27-30 in the Prospectus constituting a part of Amendment No. 4 to the
Registration Statement on Form S-18 (File No. 33-37203-D) filed by the Company
with the Securities and Exchange Commission on June 3, 1991 (the "Registration
Statement"), which description is hereby incorporated herein by reference.
On June 16, 1998, the Company extended the expiration date of the
outstanding Class A and B Warrants to July 10, 2000. Furthermore, the number and
exercise price of the Class A and B Warrants have been adjusted in accordance
with a 1-for-32.4778 reverse stock split and a subsequent 3-for-2 forward stock
split caused by the Company on May 27, 1999 and September 23, 1999 respectively.
Currently, there are 398,696 Class A Warrants issued and outstanding with an
exercise price of $2.60 per share of common stock and 398,696 Class B Warrants
issued and outstanding with an exercise price of $4.33 per share of common
stock.
Item 2. Exhibits
1. Certificate of Incorporation*
2. Amended Certificate of Incorporation
3. Bylaws**
4. Specimen of Common Stock
5. Specimen of Class A Warrant
6. Specimen of Class B Warrant
7. Amended and Restated Plan and Agreement of Reorganization dated May
27, 1999 defining the rights of the holders of each class of the
securities being registered herewith***
8. Annual, Quarterly and Current reports****:
Report Date:
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Form 10-KSB December 15, 1998
Form 10-QSB January 12, 1999
Form 10-QSB April 13, 1999
Form 10-QSB July 20, 1999
Form 10-QSB August 20, 1999
Form 8-K June 4, 1999
Form 8-K June 23, 1999
Form 8-K July 14, 1999
Form 8-K August 20, 1999
Form 8-K September 14, 1999
- -----------------
*Such document is hereby incorporated herein by reference to Exhibit 3.1 of the
Registration Statement.
**Such document is hereby incorporated herein by reference to Exhibit 3.2 of the
Registration Statement.
***Such document is hereby incorporated herein by reference to Exhibit 2.1 of
the Company's report on Form 8-K for events which occurred on June 8, 1999.
****Such documents previously filed by the Company, and any amendments thereto,
are hereby incorporated herein by reference.
<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.
LAIDLAW GLOBAL CORPORATION
October 15, 1999 By: /s/ Roger Bendelac.
----------------------------------
Roger Bendelac,
Executive Vice President
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "FI-TEK V, INC.", FILED IN THIS OFFICE ON THE EIGHTH DAY OF JUNE, A.D. 1999,
AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9791262
DATE: 06-08-99
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/08/1999
991229815-2204050
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FI-TEK V, INC.
FI-TEK V, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:
RESOLVED, Article I is hereby amended to read as follows:
Article I
NAME AND DURATION
The name of this corporation is Laidlaw Global Corporation (the "Company")
It shall have perpetual existence.
SECOND: That in lieu of a meeting and a vote of stockholders, a majority of
the stockholders have given written consent to said amendment in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware and written notice of the adoption of the amendment has been given as
provided in Section 228 of the General Corporation Law of the State of Delaware
to every stockholder entitled to such notice.
<PAGE>
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 and 228 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 7th day of
June, 1999.
FI-TEK V, INC.
By /s/ Anastasio Carayannis
------------------------
Anastasio Carayannis,
President
================================================================================
[CERTIFICATE OF STOCK]
LAIDLAW GLOBAL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
CUSIP 507306 10 8
- --------------------------------------------------------------------------------
THIS CERTIFIES that
is the owner of
- --------------------------------------------------------------------------------
FULLY PAID AND NON-ASSESSAVLE SHARES OF THE COMMON STOCK,
PAR VALUE $.00001 PER SHARE, OF
LAIDLAW GLOBAL CORPORATION
transferable on the books of the Corporation by the holder hereof, in person or
by duly authorized Attorney upon surrender of this Certificate duly 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,
of the Corporation (a copy of which is on file at the office of the Corporation
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.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed in facsimile by its duly authorized officers, and its Corporate Seal to
be affixed in facsimile.
/s/ Roger Bendelac /s/ Anastasio Carayannis
- ------------------------- -------------------------
SECRETARY AND PRESIDENT AND CHIEF OPERATING OFFICER
CHIEF FINANCIAL OFFICER
[CORPORATE SEAL]
================================================================================
WARRANT NO. UW-A FI-TEK V, INC.
(A Delaware Corporation) WARRANTS
WARRANT CERTIFICATE [STAMP]
For the Purchase of Common Stock
Par Value $.00001 per share
NAME CHANGE TO NEW CUSIP
LAIDLAW GLOBAL CORPORATION 507306116
NOT EXERCISABLE PRIOR TO JULY 10, 1991. VOID AFTER 5:00 p.m. MOUNTAIN TIME, JULY
10, 1993.
THIS CERTIFIES THAT, for value received,
("Warrantholder") is the registered owner of the above indicated number of
Warrants ("Warrants") expiring on July 10, 1993, unless otherwise called or
extended ("Expiration Date"). Each Warrant entitles the Warrantholder to
purchase one (1) share of the common stock, par value $.00001 ("Common Stock" or
"Shares") of Fi-Tek V, Inc., a Delaware corporation ("Company"), at a purchase
price of $.12 per Share ("Exercise Price"), commencing on July 10, 1991, and
terminating on the Expiration Date, upon surrender of this Certificate with the
exercise form on the reverse side hereof duly completed and executed,
accompanied by the Exercise Price, to Corporate Stock Transfer, Inc., at 1675
Broadway, Suite 1480, Denver, Colorado, 80202 ("Warrant Agent"). This
Certificate and exercise of these Warrants is subject to the provisions of the
Unit Warrant Agreement dated January 24, 1992 ("Warrant Agreement"), between the
Company and the Warrant Agent, to which provisions the Warrantholder agrees by
acceptance of this Certificate. The provisions of the Warrant Agreement and
those set forth on the reverse side of this Certificate are fully incorporated
by reference into this Certificate as if fully set forth herein.
If all Warrants represented by this Certificate shall not have been duly
exercised on or before the Expiration Date, as it may be extended, those
unexercised Warrants shall expire and this Certificate shall become void. The
Expiration Date may be extended from time to time for an indefinite period, or
the Exercise Price may be reduced, at the discretion of the Company upon giving
notice thereof to the Warrant Agent and giving subsequent notice thereof to
holders of Warrants then listed on its books.
The Warrantholder may exercise all or any of the Warrants in the manner and
during the period above stated, but only for an even number of Shares if less
than all are exercised, upon due presentment of this Certificate to the Warrant
Agent. The Exercise Price must be paid in lawful money of the United States of
America, in cash or by personal check, bank check or certified check payable to
the order of the Company. If fewer than all of the above number of Warrants are
exercised, the Warrant Agent shall execute and deliver to the Warrantholder a
new Warrant certificate of like tenor evidencing the number of Warants not
exercised. Should any or all the Warrants be assigned, then upon due presentment
of this Certificate by the assignee to the Warrant Agent accompanied by payment
of the sum of $9.00 per Warrant certificate to be issued and of all transfer
taxes and other governmental charges due, if any, the Warrant Agent shall
transfer the Warrants assigned on the transfer books and shall (subject to the
Warrant Ageement) execute and deliver to the assignee a Warrant certificate of
like tenor representing the number of Warrants assigned, and if less than all
the Warrants are assigned, execute and deliver to the Warrantholder a Warrant
certificate of like tenor representing the number of Warrants not assigned.
The Company may call these Warrants for redemption at any time, at the
price of $.0001 per Warrant, upon at least thirty days' prior written notice to
holders of Warrants then listed on its books. This notice shall accelerate the
Expiration Date, which shall become the last day of the redemption period, and
the Warrants may be exercised on or before the accelerated Expiration Date.
Warrants not exercised timely shall expire and this Certificate shall become
void. If the Warrantholder elects not to exercise the Warrants, the redemption
price will be paid only if this Certificate is tendered for redemption prior to
the accelerated Expiration Date. The redemption period ( and the accelerated
Expiration Date) may be extended by the Company upon two days' written notice to
the Warrant Agent and giving subsequent notice thereof to holders of Warrants
then listed on its books.
The Warrants may be exercised or redeemed only if a current prospectus is
then in effect. The Company has undertaken to use its best efforts to maintain a
current prospectus at any time during which the market bid price for the Common
Stock exceeds the Exercise Price, but is not obligated to do so.
These Warrants shall not entitle the Warrantholder to any of the rights of
stockholders or to any dividend declared upon the Common Stock unless the
Warrantholder shall have exercised these Warrants and purchased the Shares of
Common Stock prior to the record date fixed by the Board of Directors of the
Company for the determination of holders of Common Stock entitled to such
dividend or other right. Holders of Warrants are protected against dilution of
their interests represented by the underlying shares of Common Stock upon the
occurrence of stock dividends, stock splits or reclassifications of the Common
Stock, as provided in the Warrant Agreement.
This Certificate shall not be valid unless countersigned by the Warrant
Agent.
WITNESS the facsimile seal of the Company and the facsimile signatures of
its duly authorized officers.
Dated: FI-TEK V, INC.
By: /s/ Frank L. Kramer
[SEAL] ---------------------------
Frank L. Kramer, President
/s/ Ronald J. Miller
---------------------------
Ronald J. Miller, Secretary
WARRANT NO. UW-B FI-TEK V, INC.
(A Delaware Corporation) WARRANTS
WARRANT CERTIFICATE [STAMP]
For the Purchase of Common Stock
Par Value $.00001 per share
NAME CHANGE TO NEW CUSIP
LAIDLAW GLOBAL CORPORATION 507306124
NOT EXERCISABLE PRIOR TO JULY 10, 1991. VOID AFTER 5:00 p.m. MOUNTAIN TIME, JULY
10, 1993.
THIS CERTIFIES THAT, for value received,
("Warrantholder") is the registered owner of the above indicated number of
Warrants ("Warrants") expiring on July 10, 1993, unless otherwise called or
extended ("Expiration Date"). Each Warrant entitles the Warrantholder to
purchase one (1) share of the common stock, par value $.00001 ("Common Stock" or
"Shares") of Fi-Tek V, Inc., a Delaware corporation ("Company"), at a purchase
price of $.20 per Share ("Exercise Price"), commencing on July 10, 1991, and
terminating on the Expiration Date, upon surrender of this Certificate with the
exercise form on the reverse side hereof duly completed and executed,
accompanied by the Exercise Price, to Corporate Stock Transfer, Inc., at 1675
Broadway, Suite 1480, Denver, Colorado, 80202 ("Warrant Agent"). This
Certificate and exercise of these Warrants is subject to the provisions of the
Unit Warrant Agreement dated January 24, 1992 ("Warrant Agreement"), between the
Company and the Warrant Agent, to which provisions the Warrantholder agrees by
acceptance of this Certificate. The provisions of the Warrant Agreement and
those set forth on the reverse side of this Certificate are fully incorporated
by reference into this Certificate as if fully set forth herein.
If all Warrants represented by this Certificate shall not have been duly
exercised on or before the Expiration Date, as it may be extended, those
unexercised Warrants shall expire and this Certificate shall become void. The
Expiration Date may be extended from time to time for an indefinite period, or
the Exercise Price may be reduced, at the discretion of the Company upon giving
notice thereof to the Warrant Agent and giving subsequent notice thereof to
holders of Warrants then listed on its books.
The Warrantholder may exercise all or any of the Warrants in the manner and
during the period above stated, but only for an even number of Shares if less
than all are exercised, upon due presentment of this Certificate to the Warrant
Agent. The Exercise Price must be paid in lawful money of the United States of
America, in cash or by personal check, bank check or certified check payable to
the order of the Company. If fewer than all of the above number of Warrants are
exercised, the Warrant Agent shall execute and deliver to the Warrantholder a
new Warrant certificate of like tenor evidencing the number of Warants not
exercised. Should any or all the Warrants be assigned, then upon due presentment
of this Certificate by the assignee to the Warrant Agent accompanied by payment
of the sum of $9.00 per Warrant certificate to be issued and of all transfer
taxes and other governmental charges due, if any, the Warrant Agent shall
transfer the Warrants assigned on the transfer books and shall (subject to the
Warrant Ageement) execute and deliver to the assignee a Warrant certificate of
like tenor representing the number of Warrants assigned, and if less than all
the Warrants are assigned, execute and deliver to the Warrantholder a Warrant
certificate of like tenor representing the number of Warrants not assigned.
The Company may call these Warrants for redemption at any time, at the
price of $.0001 per Warrant, upon at least thirty days' prior written notice to
holders of Warrants then listed on its books. This notice shall accelerate the
Expiration Date, which shall become the last day of the redemption period, and
the Warrants may be exercised on or before the accelerated Expiration Date.
Warrants not exercised timely shall expire and this Certificate shall become
void. If the Warrantholder elects not to exercise the Warrants, the redemption
price will be paid only if this Certificate is tendered for redemption prior to
the accelerated Expiration Date. The redemption period ( and the accelerated
Expiration Date) may be extended by the Company upon two days' written notice to
the Warrant Agent and giving subsequent notice thereof to holders of Warrants
then listed on its books.
The Warrants may be exercised or redeemed only if a current prospectus is
then in effect. The Company has undertaken to use its best efforts to maintain a
current prospectus at any time during which the market bid price for the Common
Stock exceeds the Exercise Price, but is not obligated to do so.
These Warrants shall not entitle the Warrantholder to any of the rights of
stockholders or to any dividend declared upon the Common Stock unless the
Warrantholder shall have exercised these Warrants and purchased the Shares of
Common Stock prior to the record date fixed by the Board of Directors of the
Company for the determination of holders of Common Stock entitled to such
dividend or other right. Holders of Warrants are protected against dilution of
their interests represented by the underlying shares of Common Stock upon the
occurrence of stock dividends, stock splits or reclassifications of the Common
Stock, as provided in the Warrant Agreement.
This Certificate shall not be valid unless countersigned by the Warrant
Agent.
WITNESS the facsimile seal of the Company and the facsimile signatures of
its duly authorized officers.
Dated: FI-TEK V, INC.
By: /s/ Frank L. Kramer
[SEAL] ---------------------------
Frank L. Kramer, President
/s/ Ronald J. Miller
---------------------------
Ronald J. Miller, Secretary
