-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WBx6QEYbsDCJ4XAV0EEYVsaotwi52S7OUty4L3HDE1BjRvcAXBsBEcO+XoPOsQYC UfJVj0nAPw9oEH118kBkDw== 0000912057-96-017924.txt : 19960904 0000912057-96-017924.hdr.sgml : 19960904 ACCESSION NUMBER: 0000912057-96-017924 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKY MOUNTAIN INTERNET INC CENTRAL INDEX KEY: 0001003282 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 841322326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-28738 FILM NUMBER: 96614835 BUSINESS ADDRESS: STREET 1: 1800 GLENARM PLACE CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036720700 MAIL ADDRESS: STREET 1: 1800 GLENARM PLACE CITY: DENVER STATE: CO ZIP: 80202 8-A12B 1 FORM 8-A FORM 8-A UNITED STATES 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 ROCKY MOUNTAIN INTERNET, INC. (Exact name of registrant as specified in its charter) Delaware 84-1322326 ---------------------- ------------------ (State of incorporation (I.R.S. Employer) or organization) Identification No.) 1800 Glenarm Place Suite 1100 Denver, Colorado 80202 -------------------------------- (Address of principal executive offices) 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(g) of the Act: Units, consisting of one share of common stock, $.001 par value, and one warrant - - -------------------------------------------------------------------------------- (Title of class) Common Stock, $.001 par value ------------------------------ (Title of class) Warrants, convertible into one share of common stock and redeemable at $0.25 ---------------------------------------------------------------------------- per share 13 months after effective date ---------------------------------------- (Title of class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. For a description of the securities of the Registrant to be registered hereunder, reference is made to the sections captioned "Prospectus Summary - The Offering" and "Description of Securities" in the Registrant's final prospectus to be filed under Rule 424(b) and deemed to be part of the Registrant's Registration Statement on Form SB-2 (SEC File No. 333-05040C), which sections are hereby incorporated by reference. ITEM 2. EXHIBITS. The following exhibits are filed as part of this registration statement in accordance with Instruction I of the Instructions as to Exhibits: I.1 -- Registration Statement filed pursuant to the Securities Act of 1933.(1) I.2 -- Certificate of Incorporation of Rocky Mountain Internet, Inc.(2) I.3 -- Bylaws of Rocky Mountain Internet, Inc.(3) I.4 -- Form of Subordinated Convertible Promissory Note.(4) I.5 -- Form of Warrant Agreement dated ____________, 1996 between Rocky Mountain Internet, Inc. and American Securities Transfer, Inc. and Form of Warrant.(5) I.6 -- Form of Lock-up Agreement for Shareholders(6) I.7 -- Form of Representative's Warrant Agreement(7) I.8 -- 1996 Employees' Stock Option Plan and Form of Stock Option Agreement(8) I.9 -- 1996 Non-Employee Directors' Stock Option Plan and Form of Stock Option Agreement(9) - - ------------------ (1) Incorporated by reference to Registrant's Registration Statement on Form SB-2 (SEC File No. 333-05040C). (2) Incorporated by reference to Registrant's Registration Statement on Form SB-2 to Exhibit 3.1 (SEC File No. 333-05040C). (3) Incorporated by reference to Registrant's Registration Statement on Form SB-2 to Exhibit 3.2 (SEC File No. 333-05040C). (4) Incorporated by reference to Registrant's Registration Statement on Form SB-2 to Exhibit 4.2 (SEC File No. 333-05040C). (5) Incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form SB-2 to Exhibit 4.1 (SEC File No. 333-05040C). (6) Incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form SB-2 to Exhibit 4.3 (SEC File No. 333-05040C). (7) Incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form SB-2 to Exhibit 1.4 (SEC File No. 333-05040C). (8) Incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form SB-2 to Exhibit 10.1 (SEC File No. 333-05040C). (9) Incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form SB-2 to Exhibit 10.2 (SEC File No. 333-05040C). 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. ROCKY MOUNTAIN INTERNET, INC. (Registrant) Date: August __, 1996 By: /s/ ROY J. DIMOFF ---------------------------------- Roy J. Dimoff, President and Chief Executive Officer INDEX TO EXHIBITS Exhibit No. Description of Exhibits Page No. - - -------- -------- I.1 Registration Statement filed pursuant to the Securities Act of 1933.(1) I.2 Certificate of Incorporation of Rocky Mountain Internet, Inc.(2) I.3 Bylaws of Rocky Mountain Internet, Inc.(3) I.4 Form of Subordinated Convertible Promissory Note.(4) I.5 Form of Warrant Agreement dated ____________, 1996 between Rocky Mountain Internet, Inc. and American Securities Transfer, Inc. and Form of Warrant.(5) I.6 Form of Lock-up Agreement(6) I.7 Form of Representative's Warrant Agreement(7) I.8 1996 Employees' Stock Option Plan and Form of Stock Option Agreement(8) I.9 1996 Non-Employee Directors' Stock Option Plan and Form of Stock Option Agreement(9) - - ------------------- (1) Incorporated by reference to Registrant's Registration Statement on Form SB-2 (SEC File No. 333-05040C). (2) Incorporated by reference to Registrant's Registration Statement on Form SB-2 to Exhibit 3.1 (SEC File No. 333-05040C). (3) Incorporated by reference to Registrant's Registration Statement on Form SB-2 to Exhibit 3.2 (SEC File No. 333-05040C). (4) Incorporated by reference to Registrant's Registration Statement on Form SB-2 to Exhibit 4.2 (SEC File No. 333-05040C). (5) Incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form SB-2 to Exhibit 4.1 (SEC File No. 333-05040C). (6) Incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form SB-2 to Exhibit 4.3 (SEC File No. 333-05040C). (7) Incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form SB-2 to Exhibit 1.4 (SEC File No. 333-05040C). (8) Incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form SB-2 to Exhibit 10.1 (SEC File No. 333-05040C). (9) Incorporated by reference to Registrant's Amendment No. 1 to Registration Statement on Form SB-2 to Exhibit 10.2 (SEC File No. 333-05040C). -----END PRIVACY-ENHANCED MESSAGE-----