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FORM 8-A
U.S. SECURITIES AND EXCHANGE COMMISSIONS
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
METEOR INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 84-1236619
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(State of Incorporation (I.R.S. Employer Identification Number)
or Organization)
216 Sixteenth Street, Suite 730, Denver, CO 80202
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(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which each
be so registered class is to be registered
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Common Stock, $.001 Par Value American Stock Exchange
Redeemable Common Stock American Stock Exchange
Purchase Warrants
Securities to be registered pursuant to Section 12(g) of the Act: None.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the Common Stock, $.001 par value,
and Redeemable Common Stock Purchase Warrants of Meteor Industries, Inc. (the
"Company" or "Registrant"). Following is a description of the securities
being registered:
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of
10,000,000 shares of Common Stock, $.001 par value. Each record holder of
Common Stock is entitled to one vote for each share held on all matters
promptly submitted to the stockholders for their vote. Cumulative voting for
the election of directors is not permitted by the Articles of Incorporation.
Holders of outstanding shares of Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out
of legally available funds; and, in the event if liquidation, dissolution or
winding up of the affairs of the Company, holders are entitled to receive,
ratably, the net assets of the Company available to stockholders after
distribution is made to the preferred stockholders, if any, who are given
preferred rights upon liquidation. Holders of outstanding shares of Common
Stock are, and all unissued shares when offered and sold will be, duly
authorized, validly issued, fully paid, and nonassessable. To the extent
additional shares of the Company's Common Stock are issued, the relative
interests of the existing stockholders may be diluted.
REDEEMABLE WARRANTS
The following discussion of certain terms and provisions of the
Redeemable Warrants is qualified in its entirety by reference to the Warrant
Agreement (as hereinafter defined) and also the detailed provisions of the
form of Warrant attached to the Warrant Agreement between the Company and
American Stock Transfer & Trust, Inc. (the "Warrant Agent").
Each Redeemable Warrant entitles the holder to purchase, at a price of
$____ subject to adjustment, one share of Common Stock at any time commencing
on the date of the Company's Prospectus offering the Redeemable Warrants until
two years from the date of the Company's Prospectus). The Company may redeem
the Redeemable Warrants at $.10 per Warrant upon 30 days' prior written notice
in the event that the Common Stock has traded above 150% of the exercise price
of the Redeemable Warrants for 10 consecutive trading days ending not more
than ten days prior to the mailing of the notice of redemption.
For purposes of determining the daily trading price of the Company's
Common Stock, if the Common Stock is listed on a national securities exchange,
is admitted to unlisted trading privileges on a national securities exchange,
or is on NASDAQ, then the last reported sale price of the Common Stock on such
exchange or NASDAQ each day shall be used. If the Common Stock is not so
listed on such exchange or system or admitted to unlisted trading privileges
then the average of the last reported bid prices reported by the OTC Bulletin
Board each day shall be used to determine such daily trading price.
The Redeemable Warrants may only be redeemed if a current registration
statement is in effect. Any Warrant holder who does not exercise prior to the
redemption date, as set forth in the Company's notice of redemption, will
forfeit the right to purchase the shares of Common Stock underlying the
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Redeemable Warrants and, after the redemption date, any outstanding Redeemable
Warrants will become void and be of no further force or effect. If the
Company does not redeem the Redeemable Warrants, such Warrants will expire,
become void and be of no further force or effect on conclusion of the exercise
period. All of the Redeemable Warrants must be redeemed if any are to be
redeemed.
The Redeemable Warrants have been issued pursuant to a Warrant Agreement
between the Company and the Warrant Agent. The Company has authorized and
reserved for issuance the shares of Common Stock issuable upon exercise of the
Redeemable Warrants. When delivered, all shares of Common Stock issued upon
exercise of the Redeemable Warrants will be duly and validly authorized and
issued, fully paid and nonassessable, and no preemptive rights or rights of
first refusal will exist with respect thereto.
Redeemable Warrants may be exercised upon surrender of the Warrant
certificate on or prior to its expiration date (or earlier redemption date) at
the offices of American Securities Transfer & Trust, Inc., the Warrant Agent,
with the form of "Election to Purchase" on the reverse side of the Warrant
certificate completed and executed as indicated, accompanied by payment of the
full exercise price (by certified check or bank check payable to the order of
the Company) for the number of shares with respect to which such Warrant is
being exercised.
The exercise price of the Redeemable Warrants and the number of shares to
be obtained upon exercise of such Warrant are subject to adjustment in certain
circumstances including a stock split of, or stock dividend on, or a
subdivision, combination, or recapitalization of the Common Stock. In the
event of liquidation, dissolution or winding up of the Company, holders of the
Redeemable Warrants, unless exercised, will not be entitled to participate in
the assets of the Company. Holders of the Redeemable Warrants will have no
voting, preemptive, liquidation or other rights of a shareholder, and no
dividends will be declared on the Redeemable Warrants.
PREFERRED STOCK
The Company's Articles of Incorporation authorize the issuance of
10,000,000 shares of Preferred Stock, $1.00 par value. The Board of Directors
of the Company is authorized to issue the Preferred Stock from time to time in
series and is further authorized to establish such series, to fix and
determine the variations in the relative rights and preferences as between
series, to fix voting rights, if any, for each series, and to allow for the
conversion of Preferred Stock into Common Stock. At present, no Preferred
Stock is issued or outstanding or contemplated to be issued.
REPORTS TO INVESTORS
The Company intends to provide holders of its securities with annual
reports containing financial statements. The Company also will issue
quarterly or other interim reports to its stockholders as it deems
appropriate.
TRANSFER AGENT
American Securities Transfer & Trust, Inc., 938 Quail Street, No. 101,
Lakewood, Colorado 80215, serves as the transfer and warrant agent for the
Common Stock and Redeemable Warrants of the Company.
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ITEM 2. EXHIBITS.
The following exhibits are filed with this Registration Statement:
1. Specimen Stock Certificate.
2. Articles of Incorporation, as amended (incorporated by reference
to Exhibit 2.1 to Registrant's Form 1-A Offering Statement (SEC
File No. 24D-3802 SML)
3. Bylaws (incorporated by reference to Exhibit 2.2 to Registrant's
Form 1-A Offering Statement (SEC File No. 24D-3802 SML))
4. Form of Warrant Agreement with American Securities Transfer &
Trust, Inc., including Specimen Warrant Certificate (incorporated
by reference to Exhibit 4.1 to Registrant's Registration Statement
on Form S-1 (SEC File No. 333-12557)
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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, thereunto duly authorized.
METEOR INDUSTRIES, INC.
Dated: November 1, 1996 By /s/ Edward J. Names
Edward J. Names, President
METEOR INDUSTRIES, INC.
NUMBER SHARES
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CUSIP 591475 10 8
Incorporated under the Laws of the State of Colorado
10,000,000 Authorized Shares $.001 Par Value
THIS CERTIFIES THAT -----------------------------------------------------
Is The Owner of ---------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF $.001 PAR VALUE COMMON STOCK OF
METEOR INDUSTRIES, INC.
transferable only on the books of the Company in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Company has caused this Certificate to be
signed in facsimile by its duly authorized officers and the facsimile
corporate seal to be affixed hereto.
This Certificate is not valid unless countersigned by the Transfer
Agent.
Dated: -------------------
/s/ Dennis R. Staal /s/ Edward J. Names
Secretary President
METEOR INDUSTRIES, INC.
CORPORATE SEAL
COLORADO
COUNTERSIGNED:
American Securities Transfer & Trust, Inc.
P.O. Box 1596
Denver, Colorado 80201
By ---------------------------------------
Transfer Agent & Registrar
Authorized Signature
