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FORM 8-A/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
4FRONT SOFTWARE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 84-0675510
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5650 GREENWOOD PLAZA BOULEVARD
ENGLEWOOD, COLORADO 80111 80111
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(Address of principal executive offices) Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. / /
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
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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Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, .001 PAR VALUE PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
GENERAL
The authorized capital stock of 4Front Software International, Inc.
(the "Registrant") consists of 30,000,000 shares of common stock, par value
$.001 per share and 5,000,000 shares of preferred stock, par value $.001 per
share.
COMMON STOCK
The $.001 par value Common Stock of the Registrant is being registered
hereby. Holders of Common Stock are entitled to one vote for each share held on
all matters properly submitted to the stockholders for their vote. Except as
may be limited by the terms and provisions of any class of preferred stock which
may be authorized by the Board of Directors in the future, holders of Common
Stock are entitled to receive ratably any dividend declared by the Board of
Directors from time to time, out of funds legally available for such purpose.
Subject to the liquidation preference of any class of preferred stock which may
be authorized by the Board in the future, holders of Common Stock are entitled
to receive on a pro rata basis all remaining assets of the Registrant available
for distribution to the holders of Common Stock in the event of liquidation,
dissolution or winding up of the Registrant.
Holders of the Common Stock are not entitled to cumulative votes for
the election of the directors, and, as a result, the holders of a majority of
the shares of Common Stock entitled to vote in any election of directors may
elect all of the directors standing for election, and, in that event, the
holders of the remaining shares will not be able to elect any directors. The
Common Stock has no conversion rights, liquidation preferences, redemption
rights, preemptive rights or sinking fund provisions. The outstanding shares of
Common Stock are fully paid and non-assessable.
ITEM 2. EXHIBITS
1. Certificate of Incorporation of the Registrant, incorporated
herein by reference to Exhibit B of the Proxy Statement on
Schedule 14A filed under the Securities Exchange Act of 1934 on
December 19, 1996 (the "Proxy Statement") on behalf of the
Registrant.
2. Bylaws of the Registrant, incorporated herein by reference to
Exhibit C of the Proxy Statement.
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3. Specimen of the Common Stock Certificate of the Registrant
attached hereto.
The Registrant hereby further incorporates by reference the description of
the Common Stock included in any form of prospectus subsequently filed by the
Registrant pursuant to Rule 424(b) under the Act.
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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, thereto duly authorized.
4FRONT SOFTWARE INTERNATIONAL, INC.
By: /s/ Anil Doshi
--------------------------------
Anil Doshi
Chairman of the Board
and Chief Executive Officer
Dated: May 21, 1997
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<TABLE>
<S> <C> <C>
NUMBER 4FRONT SOFTWARE INTERNATIONAL, INC. SHARES
NO. 26833 INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO
AUTHORIZED CAPITAL STOCK 30,000,000 SHARES
NO PAR VALUE
CUSIP 351042 10 6
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
S P E C I M E N
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE NO PAR VALUE COMMON STOCK OF
4FRONT SOFTWARE INTERNATIONAL, INC.
trasferable only on the books of the Corporation in person or by attorney upon surrender
of this Certificate properly endorsed. This Certificate is not valid unless
countersigned by the transfer agent.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
endorsed by the facsimile signatures of its duly authorized officers and to be sealed
with the facsimile seal of the Corporation.
Dated:
/s/ Anil Doshi /s/ Mark Ellis
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CHAIRMAN/SECRETARY PRESIDENT
ANIL DOSHI MARK ELLIS
[4FRONT SOFTWARE INTERNATIONAL, INC. CORPORATE SEAL]
COUNTERSIGNED:
AMERICAN SECURITIES TRANSFER, INC.
P.O. Box 1596
Denver, Colorado 80201
By
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Transfer Agent Authorized Signature
</TABLE>
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4FRONT SOFTWARE INTERNATIONAL, INC.
TRANSFER FEE: $10.00 PER NEW CERTIFICATE ISSUED
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- .......... CUSTODIAN ............
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as Act..............................
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________
For Value Received, ______________________ hereby sell, assign and transfer unto
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
S P E C I M E N
________________________________________________________________________________
_________________________________________________________________________ Shares
of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said stock on the books of the within-named Corporation, with
full power of substitution in the premises.
Dated ____________________________, 19__
X__________________________________________
Signature Guaranteed: X__________________________________________
NOTICE: The signature(s) to this assignment
must correspond with the name(s) as
written upon the face of the
Certificate in every particular,
without alteration or enlargement
or any change whatever.
IMPORTANT
SIGNATURE GUARANTEE must be made by a participant of STAMP or another
approved signature guarantee program acceptable to the Securities and
Exchange Commission, the Securities Transfer Association and the Transfer
Agent of the Issuer of these securities.
