Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-A
AMENDMENT
TO
FORM 10
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VIANET TECHNOLOGIES, INC.
------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S> <C>
Nevada 7371
(State or Other Jurisdiction of (Primary Standard Industrial
Incorporation or Organization) Classification Code Number)
</TABLE>
83 Mercer Street, New York, New York 10012
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of securities of a class of securities pursuant to
pursuant to Section 12(b) of the Section 12(g) of the Exchange Act Exchange Act
and is effective and is effective pursuant to General Instruction pursuant to
General Instruction A.(d), check the A.(c), check the following box: [ ]
following box. [X ]
Securities Act registration statement file number to which this form
relates: 0-29177 (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
<S> <C>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
---------------------- ------------------------------
---------------------- ------------------------------
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
- - --------------------------------------------------------------------------------
(Title of class)
- - --------------------------------------------------------------------------------
(Title of class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Vianet has an authorized capital stock consisting of 100,000,000 Common
Shares, $.001 par value, of which 16,658,610 shares are issued and outstanding.
The holders of common stock are entitled to one vote for each share
held of record on all matters to be voted on by the shareholders. The holders of
common stock are entitled to receive dividends ratably, when, as and if declared
by the Board of Directors, out of funds legally available. In the event of a
liquidation, dissolution or winding-up of the Company, the holders of common
stock are entitled to share equally and ratably in all assets remaining
available for distribution after payment of liabilities and after provision is
made for each class of stock, if any, having preference over the common stock.
The holders of shares of common stock, as such, have no conversion,
preemptive, or other subscription rights and there are no redemption provisions
applicable to the common stock. All of the outstanding shares of common stock
are validly issued, fully-paid and nonassessable.
ITEM 2. EXHIBITS
Exhibit
Number Description of Document
<TABLE>
<CAPTION>
<S> <C>
1.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to the Registration Statement on Form 10, File No. 0-26177,
and hereby incorporated herein by reference).
2.1 Articles of Incorporation, as amended (Filed as Exhibit 3.1 to the Registration Statement on Form 10, File No.
0-26177, and hereby incorporated herein by reference).
2.2 By-Laws (Filed as Exhibit 3.2 to the Registration Statement on Form 10, File No. 0-26177, and hereby incorporated
herein by reference).
</TABLE>
<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.
VIANET TECHNOLOGIES INC.
Registrant
Date: February 9, 2000 By: /s/Vincent Santivasci
Vincent Santivasci, Chief Financial Officer