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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1997
FILE NO.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENERGY SEARCH, INCORPORATED
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1423071
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
280 FORT SANDERS WEST BLVD., SUITE 200, 37922
KNOXVILLE, TN (Zip Code)
(Address of principal executive
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH NAME OF EACH EXCHANGE ON
CLASS TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
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Units comprised of one share of Common
Stock, no par value and one
Redeemable Series A Common Stock
Purchase Warrant, each to purchase one
share of Common Stock, no par value Boston Stock Exchange
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Common Stock, no par value Boston Stock Exchange
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Redeemable Series A Common Stock
Purchase Warrants, each to purchase
one share of Common Stock Boston Stock Exchange
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1
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the securities to be registered hereby is, pursuant to
Rule 12b-23 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), incorporated by reference from the descriptions thereof set forth under
the heading "Description of Securities" in the form of Prospectus contained in
the registrant's Registration Statement on Form SB-2, as amended (the "Form SB-
2"), filed with the Securities and Exchange Commission (Reg. No. 333-12755) on
September 26, 1996, and in the Third Amended and Restated Charter of the
registrant filed as Exhibit 3.1 to the Form SB-2, as amended.
ITEM 2. EXHIBITS
The following exhibits are required to be filed as part of this
Registration Statement:
EXHIBIT NUMBER DESCRIPTION
*3.1 Third Amended and Restated Charter of the Registrant
*3.3 Fourth Amended and Restated Bylaws of the Registrant
*4.1 Specimen of Common Stock Certificate
*4.2 Specimen of Redeemable Series A Common Stock
Purchase Warrant Certificate
4.4 Specimen of Unit Certificate
* Copies of such exhibits are, pursuant to Rule 12b-32 promulgated under the
Exchange Act, incorporated herein by reference to the exhibits with the same
exhibit number filed as part of the Form SB-2.
SIGNATURE
Pursuant to the requirement 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.
(Registrant) ENERGY SEARCH, INCORPORATED
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Date January 22, 1997
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By /s/ Richard S. Cooper
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Richard S. Cooper, President
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NUMBER UNITS
U
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[LOGO OF ENERGY SEARCH INCORPORATED APPEARS HERE]
ENERGY SEARCH INCORPORATED
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 29271T 206
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE REDEEMABLE SERIES A COMMON
STOCK PURCHASE WARRANT FOR THE PURCHASE OF ONE SHARE OF COMMON STOCK
This certifies that
is the owner of Units
Each Unit ("Unit") consists of one (1) share of common stock, no par value
per share ("Common Stock"), of Energy Search, Incorporated, a Tennessee
corporation (the "Company"), and one (1) Redeemable Series A Common Stock
Purchase Warrant ("Warrant") to purchase one (1) share of Common Stock for
$________ per share (subject to adjustment) exercisable at any time on or after
_____________, 1998 and before the close of business on ______________, 2002
(the "Expiration Date.") The Common Stock and Warrants compromising the Units
represented by this certificate are not transferable separately until
_________________, 1997 [six (6) months after the date of the Prospectus] unless
earlier separated upon three (3) days prior written notice from
Neidiger/Tucker/Bruner, Inc. and National Securities Corporation (the
"Representatives") to the Company. The terms of the Warrants are governed by a
Warrant Agreement dated as of _________________, 1997 (the "Warrant Agreement")
between the Company and American Stock Transfer & Trust Company, as Warrant
Agent (the "Warrant Agent"), and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this
certificate consents to by acceptance hereof. Copies of the Warrant Agreement
are on file at the office of the Warrant Agent at 40 Wall Street, New York, NY,
10005, and are available to any Warrant holder on written request and without
cost. The Warrant shall be void unless exercised before the close of business,
New York City Time, on the Expiration Date.
This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar of the Company.
DATED ENERGY SEARCH, INCORPORATED
ENERGY SEARCH INCORPORATED
CORPORATE
SEAL
TENNESSEE
1990
Authorized Signature
/s/ ROBERT L. REMINEE /s/ RICHARD S. COOPER
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Secretary President
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
Transfer Agent and Registrar
By
Authorized Signature
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ENERGY SEARCH, INCORPORATED
The Company will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
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:
TEN COM- as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT- as tenants by entireties ------- ------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts to Minors
tenants in common Act
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(State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
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Please insert Social Security or other
Identifying Number of Assignee
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- --------------------------------------
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(Please print or typewrite name and address, including zip code, of assignee)
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- ------------------------------------------------------------------------ shares
of the Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint
- ----------------------------------------------------------------- Attorney,
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________________
________________________________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
certificate in every particular without
alteration or enlargement or any change
whatever.
