-----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, WwW6BJelXWu1yhM4MQrPIpt15G9GAQazG4ZwPswk8vwrAhfbYVU7u/zdWvWbY+9X ixJWIZBLesTJqm04IM3/3g== 0001012870-97-000991.txt : 19970513 0001012870-97-000991.hdr.sgml : 19970513 ACCESSION NUMBER: 0001012870-97-000991 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JETFAX INC CENTRAL INDEX KEY: 0000872901 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770182451 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-22561 FILM NUMBER: 97600891 BUSINESS ADDRESS: STREET 1: 1376 WILLOW RD CITY: MENLO PARK STATE: CA ZIP: 94025 MAIL ADDRESS: STREET 1: 1376 WILLOW RD CITY: MENLO PARK STATE: CA ZIP: 94025 8-A12G 1 FORM 8-A As filed with the Securities and Exchange Commission on May 12, 1997 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 JETFAX, INC. (Exact name of Registrant as specified in its charter) Delaware 77-0182451 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1376 Willow Road, Menlo Park, California 94025 (Address of principal executive offices) (Zip Code) 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, $0.01 par value (Title of Class) Item 1. Description of Registrant's Securities to be Registered ------------------------------------------------------- Incorporated by reference to the "Capitalization" section and the "Description of Capital Stock" section of the preliminary prospectus contained in Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997, as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. Item 2. Exhibits -------- The following exhibits are filed as a part of this Registration Statement: 1. Specimen certificate for Registrant's Common Stock. 2.1 Certificate of Incorporation of Registrant filed on August 3, 1988, as currently in effect./1/ 2.2 Certificate of Amendment of Certificate of Incorporation, as filed on October 31, 1990./2/ 2.3 Certificate of Amendment of Certificate Incorporation, as filed on August 13, 1991./3/ - ----------------------------- /1/ Incorporated by reference to Exhibit 3.1 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /2/ Incorporated by reference to Exhibit 3.2 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /3/ Incorporated by reference to Exhibit 3.3 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. -2- 2.4 Certificate of Amendment of Certificate of Incorporation, filed on February 12, 1996./4/ 2.5 Certificate of Amendment of Certificate of Incorporation filed on February 12, 1996./5/ 2.6 Certificate of Amendment of Certificate of Incorporation filed on November 4, 1996./6/ 2.7 Amended Certificate of Designation of Series A Preferred Stock, as currently in effect./7/ 2.8 Certificate of Designation of Series B Preferred Stock, as currently in effect./8/ - ----------------------------- /4/ Incorporated by reference to Exhibit 3.4 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /5/ Incorporated by reference to Exhibit 3.5 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /6/ Incorporated by reference to Exhibit 3.6 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /7/ Incorporated by reference to Exhibit 3.7 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /8/ Incorporated by reference to Exhibit 3.8 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. -3- 2.9 Certificate of Designation of Series C Preferred Stock, as currently in effect./9/ 2.10 Certificate of Designation of Series D Preferred Stock, as currently in effect./10/ 2.11 Certificate of Designation of Series E Preferred Stock, as currently in effect./11/ 2.12 Amended Certificate of Designation of Series E Preferred Stock, as currently in effect./12/ 2.13 Certificate of Designation of Series P Preferred Stock, as currently in effect./13/ - ----------------------------- /9/ Incorporated by reference to Exhibit 3.9 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /10/ Incorporated by reference to Exhibit 3.10 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /11/ Incorporated by reference to Exhibit 3.11 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /12/ Incorporated by reference to Exhibit 3.12 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /13/ Incorporated by reference to Exhibit 3.13 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. -4- 2.14 Certificate of Designation of Series F Preferred Stock, as currently in effect./14/ 2.15 Form of Restated Certificate of Incorporation of Registrant to be filed upon the closing of the offering made under the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763)./15/ - ----------------------------- /14/ Incorporated by reference to Exhibit 3.14 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. /15/ Incorporated by reference to Exhibit 3.15 filed in response to Item 16(a), "Exhibits," of the Registrant's Registration Statement on Form S-1 (Registration No. 333-23763) filed with the Securities and Exchange Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated May 12, 1997. -5- 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. Date: May 9, 1997 JETFAX, INC. By: /s/ Allen K. Jones --------------------------------------- Allen K. Jones, Vice President of Finance, Chief Financial Officer and Secretary -6- INDEX TO EXHIBITS
Exhibit No. Description Page - ----------- ------------------------------------------------------------------ ---- 1 Specimen certificate for Registrant's Common Stock . . . . . . . . . . . 7
-7- EX-1 2 SPECIMEN CERTIFICATE EXHIBIT 1 [JETFAX LOGO] NUMBER SHARES JFX____________ JETFAX, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR CERTAIN DEFINITIONS STATEMENTS THE CITY OF BOSTON, MA OR NEW YORK, NY RELATING TO RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, IF ANY This Certifies that CUSIP 476909 10 6
is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF JETFAX, INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated (Signature) (Signature) - ------------------------ ------------------------------------ CHIEF FINANCIAL OFFICER PRESIDENT AND CHIEF EXECUTIVE AND SECRETARY OFFICER [CORPORATE SEAL OF JETFAX, INC. * DELAWARE *] COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND REGISTRAR /s/ - ---------------------------- AUTHORIZED SIGNATURE AMERICAN BANK NOTE COMPANY 3504 ATLANTIC AVENUE SUITE 12 LONG BEACH, CA 90807 (310) 989-2333 (FAX) (310) 426-7450 400-19X A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes or series of shares and upon the holders thereof as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, and the number of shares constituting each class and series and the designations thereof, may be obtained by the holder hereof upon written request and without charge from the Secretary of the Corporation at its headquarters. 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 the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act____________________________ in common (State) UNIF TRF MIN ACT-- ______Custodian (until age ____) (Cust) ________ under Uniform Transfers (Minor) to Minors Act___________________ (State)
Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, _____________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ----------------------------------------- - ----------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------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 ---------------------------- X _____________________________________________ X _____________________________________________ THE SIGNATURE(S) TO THIS ASSIGNMENT MUST NOTICE: CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed By ----------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17ad-15. - ------------------------------------------- AMERICAN BANK NOTE COMPANY 3504 ATLANTIC AVENUE SUITE 12 LONG BEACH, CA 90807 (310) 989-2333 (FAX) (310) 426-7450 - ------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----