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 13-4093923
(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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Common Stock, par value American Stock Exchange
$0.00001 per share
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. [X]
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. [ ]
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:
None
<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") 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.
Item 2. Exhibits.
1. Certificate of Incorporation*
2. Amended Certificate of Incorporation
3. Bylaws**
4. Specimen of Common Stock
5. 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***
6. Annual, Quarterly and Current reports****:
Report Date Filed:
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Form 10-KSB April 17, 2000
Form 8-K April 12, 2000
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*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
May 10, 2000 By: /s/ Roger Bendelac
----------------------------------
Roger Bendelac,
President
AMENDED CERTIFICATE OF INCORPORATION
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
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/08/1999
991229815-2204050
<PAGE>
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.
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
SPECIMEN OF COMMON STOCK
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[CERTIFICATE OF STOCK]
LAIDLAW GLOBAL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
CUSIP 507306 10 8
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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
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SECRETARY AND PRESIDENT AND CHIEF OPERATING OFFICER
CHIEF FINANCIAL OFFICER
[CORPORATE SEAL]
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