SECURITIES AND EXCHANGE COMMISSION
Washington, DC 200549
------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BALTIA AIR LINES, INC.
(Exact name of registrant as specified in its charter)
New York 11-2989648
(State of Incorporation) (IRS Employer I.D. No.)
63-25 Saunders St., Suite 7-I
Rego Park, NY 11374
(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934:
Redeemable Warrant for Purchase of Common Stock
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
SB-2 Registration Statement, No. 333-2006-NY, PP. 43-44,
"DESCRIPTION OF SECURITIES, Warrants, Warrant Exercise Procedure," which
is hereby incorporated by reference.
Item 2. Exhibits.
a. Specimen of Redeemable Warrant Certificate for Purchase of
Common Stock (here attached).
b. The company's Articles of Incorporation and Bylaws
defining the rights of the holders of Common Stock, SB-2
Registration Statement No. 333-2006-NY, Exhibits 2.1
and 3.2 which are hereby incorporated by reference.
Pursuant to the requirements of Section 12 of the Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
BALTIA AIR LINES, INC.
(REGISTRANT)
Date: January 31, 1998 By: (signature)
Igor Dmitrowsky
President
<PAGE>
REDEEMABLE WARRANT CERTIFICATE
FOR PURCHASE OF COMMON STOCK
VOID AFTER _________, 2003, OR
SOONER IF REDEEMED BY COMPANY
Certificate Number Number of Warrants
BTW
CUSIP 058823 113
BALTIA AIR LINES, INC.
Incorporated under the laws of the State of New York
THIS WARRANT CERTIFICATE CERTIFIES THAT, FOR VALUE RECEIVED
or registered assigns (the "Registered Holder") is the owner of the number of
Redeemable Warrants (the "Warrants") specified above. Each Warrant entitles the
Registered Holder to purchase, subject to the terms and conditions set forth in
this Warrant Certificate and the Warrant Agreement (as hereinafter defined), one
fully paid and nonassessable share of Common Stock, $.0001 par value, of Baltia
Air Lines, Inc. a New York State corporation (the "Company"), at any time in the
period commencing on the first anniversary of the Prospectus date of the
Company's initial public offering (the "Initial Warrant Exercise Date") and the
Expiration Date (as hereinafter defined) upon the presentation and surrender of
this Warrant Certificate with the Subscription Form on the reverse hereof duly
executed, at the corporate office of Continental Stock Transfer and Trust
Company, 2 Broadway, New York, NY 10004, as Warrant Agent, or its successor (the
"Warrant Agent"), accompanied by payment of $6.05 per share, subject to
adjustment (the "Warrant Exercise Price"), in lawful money of the United States
of America in cash or by check made payable to the Warrant Agent for the account
of the Company.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated February ___,
1998, by and between the Company and the Warrant Agent.
In the event of certain contingencies as set forth in the Warrant Agreement,
the Warrant Exercise Price and/or the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor, which the Warrant Agent shall countersign, representing the balance
of such Warrants remaining unexercised.
The term "Expiration Date" shall mean 5:00 PM (New York time) on the date
which is sixty (60) months after the date on which the Company's initial public
offering registration statement is declared effective by the SEC (the
"Prospectus date"), as shown at the top of this Certificate, or such earlier
date as the Warrants shall be redeemed. If such date shall in the State of New
York be a holiday or a day on which the banks are authorized to close, then the
Expiration date shall mean 5:00 PM (New York time) the next following day which
in the State of New York is not a legal holiday or a day on which banks are
authorized to close.
The Company shall not be obligated to deliver any securities pursuant to the
exercise of this Warrant unless a registration statement under the Securities
Act of 1933, as amended, with respect to such securities is effective. The
Company has covenanted and agreed that it will file a registration statement and
use its best efforts to cause the same to become effective and to keep such
registration statement current while any of the Warrants are outstanding. This
Warrant shall not be exercisable by a Registered Holder in any state where such
exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment and payment on any tax or other
governmental charge imposed in connection therewith, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
or Warrant Certificates representing and equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other disbursements, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
Subject to the provisions of the Warrant Agreement, the Warrants may be
redeemed at the option of the Company, at a redemption price of $.10 per Warrant
("Redemption Price") at any time after the Initial Warrant Exercise Date,
provided the closing bid quotations for the Common Stock have exceeded $10.00
per share for twenty (20) consecutive trading days ending on the third day prior
to the date on which notice is given. Notice of redemption shall be given not
less than thirty (30) days before the date fixed for redemption, as provided in
the Warrant Agreement. On and after the date fixed for redemption, the
Registered Holder shall have no rights with respect to the Warrants, except the
right to sell the Warrants back to the Company for Redemption Price on the date
fixed for redemption, and Each Warrant not exercised or redeemed shall expire
worthless thereafter.
Prior to due presentment for registration of transfer hereof, the Company and
the Warrant Agent may deem and treat the Registered holder as the absolute owner
of hereof and of each Warrant represented hereby (notwithstanding any notations
of ownership or writing hereon made by anyone other than a duly authorized
officer of the Company or the Warrant Agent) for all purposes and shall not be
affected by any notice to the contrary.
Pursuant to 49 USC section 40102(a)(15), the aggregate ownership in a US
airline by non-US citizens is limited to 25%. Exercise of the Warrants
represented hereby (i.e. purchase of stock) by non-US citizens may be limited
by the Company. This provision does not affect Warrant transfer, or redemption.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York without giving effect of conflicts of
laws.
This certificate is not valid until countersigned and registered by the
Warrant Agent.
IN WITNESS WHEREOF, Baltia Air Lines, Inc. has caused its facsimile seal and
facsimile signatures of its duly authorized officers to be imprinted hereunto.
Dated: BALTIA AIR LINES, INC.
Countersigned:
Continental Stock Transfer
& Trust Company, Corporate By:
As Warrant Agent Seal Igor Dmitrowsky,
Chairman of the Board
By: By:
Authorized Officer Walter Kaplinsky, Secretary
