SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CEREUS TECHNOLOGY PARTNERS, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3773537
-------------------------------------------------------------
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
IDENTIFICATION NO.)
1000 ABERNATHY ROAD (SUITE 1000), ATLANTA, GA 30328
-------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
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. / /
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. /x/
Securities Act registration statement file number to which this form
relates: not applicable
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
<PAGE>
ITEM 1. Description Of Registrant's Securities To Be Registered.
Holders of the Common Stock, par value $.01 per share, (the "Common
Stock") of Cereus Technology Partners, Inc. (the "Company") are entitled to
one vote for each whole share on all matters to be voted on by shareholders,
including the election of directors. Holders of Common stock do not have
cumulative voting rights in the election of directors. All shares of Common
Stock are equal to each other with respect to liquidation and dividend rights.
Holders of Common Stock are entitled to receive dividends if and when declared
by the Company's Board of Directors out of funds legally available therefor
under Delaware law. In the event of the liquidation of the Company, all assets
available for distribution to the holders of the Common Stock are
distributable among them according to their respective holdings. Holders of
Common Stock have no preemptive rights to purchase any additional, unissued
shares of Common Stock.
ITEM 2. Exhibits
The following exhibits are incorporated by reference herein:
Exhibit No. Document
----------- --------
1(a) Certificate of Incorporation of the Registrant.
(Incorporated herein by reference to Exhibit 3(a) to
the Registrant's Registration Statement on Form S-4
(File No. 33-82468).)
1(b) Certificate of Amendment to Certificate of
Incorporation of the Registrant. (Incorporated herein
by reference to Exhibit 3(b) to the Registrant's
Registration Statement on Form S-4 (File No.
33-82468).)
1(c) Certificate of Amendment to Certificate of
Incorporation of the Registrant. (Incorporated herein
by reference to Exhibit 3(c) to the Registrant's
Annual Report on Form 10-KSB for the year ended
December 31, 1997.)
1(d) Certificate of Amendment to Certificate of
Incorporation of the Registrant. (Incorporated by
reference to Exhibit 3 to the Registrant's Quarterly
Report on Form 10-QSB for the quarter ended September
30, 1998.)
1(e) Certificate of Amendment to Certificate of
Incorporation of the Registrant. (Incorporated herein
by reference to Exhibit 3 to the Registrant's Form 8-K
dated November 30, 1999.)
2
<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 under- signed, thereunto duly authorized.
CEREUS TECHNOLOGY PARTNERS, INC.
Date: January 18, 2000 By: /s/PAUL R. ARENA
----------------
Paul R. Arena
Vice Chairman of the Board
and President
3
