-----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, AYxoHjuTyXkPtfItN1WWvEaKm4AVVCo/EdfqwGCJqP4LhMMtXJd/Q7sYIMtuJcYT 8lec2IYQyAX9Dxmg6DTeBw== 0001017062-99-002055.txt : 19991208 0001017062-99-002055.hdr.sgml : 19991208 ACCESSION NUMBER: 0001017062-99-002055 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOURCINGLINK NET INC CENTRAL INDEX KEY: 0000825517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980132465 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-28391 FILM NUMBER: 99769727 BUSINESS ADDRESS: STREET 1: 650 CASTRO STREET SUITE 210 STREET 2: C/O RICHARD S LANE ESQ CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 6509661214 MAIL ADDRESS: STREET 1: 650 CASTRO ST STREET 2: STE 210 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 FORMER COMPANY: FORMER CONFORMED NAME: QCS NET CORP DATE OF NAME CHANGE: 19990621 FORMER COMPANY: FORMER CONFORMED NAME: QCS CORP DATE OF NAME CHANGE: 19941216 FORMER COMPANY: FORMER CONFORMED NAME: PARKWAY CAPITAL CORP DATE OF NAME CHANGE: 19920703 8-A12G 1 FORM 8A 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 OF 1934 SOURCINGLINK.NET, INC. ------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 98-0132465 -------------------- ------------------------ (State of Incorporation) (IRS Employer Identification No.) 16855 W. Bernardo Drive, Suite 260 San Diego, California 92606 ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 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 ---------------------- --------------------------------- None Not applicable Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value ------------------------------ (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- Our Certificate of Incorporation, as amended (the "Certificate of Incorporation"), provides for the issuance of up to 60,000,000 shares of Common Stock, par value $.001 per share (the "Common Stock"), and up to 15,000,000 shares of Preferred Stock, par value $.001 per share ("Preferred Stock"), of which 5,000,000 shares have been designated as Series A Preferred Stock (the "Series A Preferred Stock"). Common Stock ------------ Holders of Common Stock are entitled to one vote for each share held of record on all matters to be submitted to a vote of the stockholders, and do not have preemptive rights. Our Certificate of Incorporation does not provide for cumulative voting in the election of directors. Subject to preferences applicable to outstanding shares of Preferred Stock, holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board out of funds legally available therefor. All outstanding shares of Common Stock are fully paid and nonassessable. In the event of any liquidation, dissolution or winding-up of our affairs, holders of Common Stock will be entitled to share ratably in our assets remaining after payment or provision for payment of all of our debts and obligations and liquidation payments to holders of outstanding shares of Preferred Stock. Preferred Stock --------------- The Board is authorized to designate and issue the Preferred Stock from time to time in one or more series and to fix the number of shares and the relative dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. Any issuance of Preferred Stock with voting rights could, under certain circumstances, have the effect of delaying or preventing a change in control of the Company by increasing the number of outstanding shares entitled to vote and increasing the number of votes required to approve a change in control of the Company. It is not possible to determine the effects of an issuance of Preferred Stock upon the rights of holders of Common Stock and the Series A Convertible Preferred Stock until the Board determines the respective rights of the holders of one or more additional series of Preferred Stock. The effects of such issuance could include, however, (i) reduction of the amount otherwise available for payment on dividends on Common Stock and/or one or more series of Preferred Stock, (ii) restrictions on dividends on Common Stock and/or one or more series of Preferred Stock, (iii) dilution of the voting power of Common Stock and/or Preferred Stock, and (iv) restrictions on the rights of holders of Common Stock and/or one or more series of Preferred Stock to share in the Company's assets on liquidation until satisfaction of any liquidation preference granted to the holders of such subsequently designated series of Preferred Stock. Shares of voting or convertible Preferred Stock could be issued, or rights to purchase such shares could be issued, to create voting impediments or to frustrate persons 2 seeking to effect a takeover or otherwise gain control of the Company. The ability of the Board to issue such additional shares of Preferred Stock, with rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of the Company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender offer or the temporary increase in market price that such an attempt could cause. Moreover, the issuance of such additional shares of Preferred Stock to persons friendly to the Board could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally. The Company is subject to the provisions of Section 203 of the Delaware General Corporation Law and anti-takeover law. In general, the statute prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless either (i) prior to the date at which the person becomes an interested stockholder, the Board of directors approves such transaction or business combination, (ii) the stockholder owned more than 85% of the outstanding voting stock of the corporation (excluding shares held by directors who are officers or held in certain employee stock plans) upon consummation of such transaction, or (iii) the business combination is approved by the Board of Directors and by two-thirds of the outstanding voting stock of the corporation (excluding shares held by the interested stockholder) at a meeting of stockholders (and not by written consent). A "business combination" includes a merger, asset sale or other transaction resulting in a financial benefit to such interested stockholder. For purposes of Section 203, "interested stockholder" is a person who, together with affiliates and associates, owns (or within three years prior, did own) 15% or more of the corporation's outstanding voting stock. Series A Preferred Stock ------------------------ The holders of the Series A Preferred Stock are not entitled to any preference in the receipt of dividends. In the event the Board declares a dividend with respect to the Common Stock, each share of Series A Preferred Stock shall be entitled to participate and receive said dividend based on the number of share of Common Stock into which such shares are convertible. Each share of Series A Preferred Stock is entitled to receive a liquidation preference of $1.03. Each share of Series A Preferred Stock is convertible into one share of Common Stock pursuant to a Class U Warrant dated November 22, 1994. The holders of the Series A Preferred Stock have been granted rights of first refusal in connection with the issuance of certain of our additional securities. The holders of the Series A Preferred Stock are entitled to notice of and to vote (as a single class together with the holders of the Preferred Stock and Common Stock) upon any matter submitted to our stockholders for a vote, other than the election of directors. Such voting rights shall be exercised on the basis of one vote for each share into which such holder's shares of Preferred Stock are then convertible. In addition, the consent of the holders of the Series A Preferred Stock shall be required to (i) amend the Company's Certificate of Incorporation and bylaws; (ii) sell, lease or exchange substantially all of the Company's property and assets; (iii) merge, reorganize or consolidate the Company with any other corporation or entity; (iv) voluntarily dissolve or revoke dissolution of the Company; or (v) materially change the 3 Company's principal business. The holders of the Series A Preferred Stock, voting separately as one class, are entitled to elect three directors to our Board, however, such holders by contract have agreed not to designate more than two directors. Item 2. Exhibits -------- The following documents are included as exhibits to this Registration Statement on Form 8-A: 3.1 Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Delaware Secretary of State on July 20, 1999 (incorporated by reference to Exhibit C to the Registrant's definitive proxy materials filed with the Commission on June 17, 1999). 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Delaware Secretary of State on August 25, 1999. 3.3 Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 28(viii) to the Registrant's Current Report on Form 8-K filed with the Commission on November 22, 1994) 4 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. SOURCINGLINK.NET, INC. Dated: December 6, 1999 By: /s/ SEAN MALOY _______________________________________ Sean Maloy President 5 EX-3.2 2 CERTIFICATE OF AMENDMENT EXHIBIT 3.2 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 08/25/1999 991354240-2330564 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SOURCINGLINK.NET,INC. The undersigned, Sean M. Maloy and Marcel van Heesewijk, hereby certify that: ONE: They are the duly elected and acting President and Secretary, respectively, of SourcingLink.net, Inc., a Delaware corporation (the "Corporation"). TWO: The name of the corporation is SourcingLink.net, Inc. The original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 26, 1993, under the name QCS Corporation, was amended pursuant to that certain Certificate of Renewal and Revival of Chapter filed on November 12, 1998, changing the corporate name to QCS.net Corporation and was further amended by that certain Amended and Restated Certificate of Incorporation filed on July 20, 1999, changing the corporate name to SourcingLink.net, Inc. THREE: The Corporation's Certificate of Incorporation, as amended to date, is hereby amended by inserting the following paragraph after the first paragraph of Article IV: "As of the effective date of this amendment to Article IV (the "Reclassification Date"), every four (4) shares of the Common Stock of the Corporation issued and outstanding immediately prior to the Reclassification Date (the "Old Common Stock") shall, automatically and without further action on the part of the holder thereof, be reclassified as and become one (1) share of the Common Stock of the Corporation (the "New Common Stock"). In lieu of fractional shares of New Common Stock, each stockholder whose shares of Old Common Stock are not evenly divisible by four (4) will receive one additional share of New Common Stock for the fractional share of New Common Stock that such stockholder would otherwise be entitled to receive as a result of the reverse split." FOUR: The foregoing Certificate of Amendment of Certificate of Incorporation has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, SourcingLink.net, Inc. has caused this certificate to be signed by the undersigned, and the undersigned have executed this certificate and do affirm the foregoing as true under penalty of perjury this 25th day of August 1999. /s/ SEAN M. MALOY _________________________________ Sean M. Maloy, President /s MARCEL VAN HEESEWIJK _________________________________ Marcel van Heesewijk, Secretary 2 -----END PRIVACY-ENHANCED MESSAGE-----