-----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, Tyi/oG99Qx3h2dx8qTVJWwyka3e/D3AhXnGDJfxyMHMZAzmeeHiOSPspMy65Lyow MsOtI1Br7HdmQe23O+NWSA== 0000950137-01-503265.txt : 20010823 0000950137-01-503265.hdr.sgml : 20010823 ACCESSION NUMBER: 0000950137-01-503265 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVE IQ TECHNOLOGIES INC CENTRAL INDEX KEY: 0000912875 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 412004369 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 001-12401 FILM NUMBER: 1721384 BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 1500 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 9524495000 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 1500 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: METEOR INDUSTRIES INC DATE OF NAME CHANGE: 19960313 8-A12G 1 c64712e8-a12g.txt REGISTRATION OF CERTAIN CLASSES OF SECURITY 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ACTIVE IQ TECHNOLOGIES, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Minnesota 41-2004369 - ---------------------------------------- ------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification no.) If this form relates to the registration If this form relates to the of a class of securities pursuant to registration of a class of securities Section 12(b) of the Exchange Act and is pursuant to Section 12(g) of the effective pursuant to General Instruction Exchange Act and is effective pursuant A.(c), please check the following box. [ ] to General Instruction A.(d), please check the following box: [ ]
Securities Act registration statement file number to which this form relates: ------------------- (If applicable) 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 ------------------- ------------------------------ - ---------------------------------------------------- ----------------------------------------------- - ---------------------------------------------------- -----------------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act: Class B Redeemable Warrants --------------------------- (Title of Class) --------------------------- (Title of Class) ================================================================================ 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The following discussion of certain terms and provisions of the Registrant's Class B Redeemable Warrants is qualified in its entirety by reference to the warrant agreement dated August 1, 2001 (the "Warrant Agreement") between us and Firstar Bank, N.A. (the "Warrant Agent") and also the detailed provisions of the form of warrant certificate attached to the Warrant Agreement. The Warrant Agreement is an exhibit to this Registration Statement. Each of the Registrant's Class B Redeemable Warrants entitles the holder to purchase, at a price of $5.50 subject to adjustment, one share of our common stock at any time until April 30, 2006. The Registrant may redeem the warrants at a price of $.01 per warrant upon 30 days' prior written notice any time after April 30, 2002, following a period of 14 consecutive days in which the average closing bid price of its common stock exceeds $7.50 per share. In addition to the foregoing conditions, the Class B redeemable Warrants may only be redeemed if the shares of common stock issuable upon exercise of the Class B Redeemable Warrants have been registered under the Securities Act or are otherwise freely transferable. Any holder of the Registrant's Class B Redeemable Warrants who does not exercise prior to the redemption date, as set forth in our notice of redemption, will forfeit the right to purchase the shares of the Registrant's common stock underlying the warrants and, after the redemption date, any outstanding Class B Redeemable Warrants will become void and be of no further force or effect. The Class B Redeemable Warrants have been issued pursuant to the Warrant Agreement between the Registrant and the Warrant Agent. The Registrant has authorized and reserved for issuance the shares of common stock issuable upon exercise of the Class B Redeemable Warrants. When delivered, all shares of common stock issued upon exercise of the Redeemable Warrants will be duly and validly authorized and issued, fully paid and nonassessable, and no preemptive rights or rights of first refusal will exist with respect thereto. The Class B Redeemable Warrants may be exercised upon surrender of the warrant certificate on or prior to its expiration date (or earlier redemption date) at the offices of the Warrant Agent, with the Purchase Form on the reverse side of the Warrant certificate completed and executed as indicated, accompanied by payment of the full exercise price (by certified check or bank check payable to the order of the Company) for the number of shares with respect to which such Warrant is being exercised. The exercise price of the Redeemable Warrants and the number of shares to be obtained upon exercise of such Warrant are subject to adjustment in certain circumstances including a stock split of, or stock dividend on, or a subdivision, combination, or recapitalization of the Registrant's common stock. In the event of liquidation, dissolution or winding up of our company, holders of the Class B Redeemable Warrants, unless exercised, will not be entitled to participate in the assets of the Registrant. Holders of the Class B Redeemable Warrants will have no voting, preemptive, liquidation or other rights of a shareholder, and no dividends will be declared on the Class B Redeemable Warrants. ITEM 2. EXHIBITS.
EXHIBIT DESCRIPTION OF DOCUMENT ------- ----------------------- 4.1 Warrant Agreement dated August 1, 2001* 4.2 Form of Class B Redeemable Warrant Certificate*
- ------------------ * Incorporated by reference to the Registrant's Registration Statement on Form S-3 (No. 333-68088) filed with the Commission on August 21, 2001. 1 3 SIGNATURE Pursuant to all of the requirements of Section 12 of the Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. ACTIVE IQ TECHNOLOGIES, INC. Dated: August 22, 2001 By: /s/ Kenneth W. Brimmer -------------------------------------- Kenneth W. Brimmer Chairman, Chief Executive Officer and Chief Financial Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----