SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ITEX Corporation
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 93-0922994 | |
| (State of incorporation or organization) | (IRS employer identification number) |
| 3326 160th Avenue SE, Suite 100, Bellevue, WA | 98008 | |
| (Address of principal executive offices) | (Zip code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Not applicable | Not applicable |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. þ
| Securities Act registration statement number to which this form relates: | Not Applicable |
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
| (Title of class) |
| Item 1. | Description of Registrant’s Securities to be Registered |
This Amendment No. 1 to Form 8-A amends and supplements the information set forth in our registration statement on Form 8-A filed by ITEX Corporation (“the Company”) with the Securities and Exchange Commission on March 14, 2011 (the “Registration Statement”), in connection with the preferred stock purchase rights (the “Rights”) distributed to the shareholders of the Company pursuant to the Rights Agreement dated as of March 11, 2011, between the Company and OTR, Inc., as amended (the “Rights Agreement”).
On December 13, 2013, the Company and OTR, Inc. (the “Rights Agent”) executed an amendment (the “First Amendment”) to the Rights Agreement. The First Amendment extends the expiration date of the Rights issued pursuant to the Rights Agreement from March 11, 2014, to December 13, 2016.
A description of the Rights being registered hereunder is contained in Item 4.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2013, and is incorporated herein by reference. The foregoing descriptions of the Rights Agreement and the Amendment do not purport to be complete and are qualified in its entirety by reference to such exhibit.
| Item 2. | Exhibits | |
| Exhibit Number | Description | |
| 3.1 | Certificate of Designation of Series A Junior Participating Preferred Stock (1) | |
| 4.1 | Rights Agreement dated as of March 11, 2011, by and between ITEX Corporation and OTR, Inc., with Form of Right Certificate (1) | |
| 4.2 | First Amendment to Rights Agreement dated as of December 13, 2013, by and between ITEX Corporation and OTR, Inc., with Form of Right Certificate (2) | |
| (1) | Incorporated by reference to the same exhibit number of the Company’s Current Report on Form 8-K (File No. 0-18275), as filed with the Securities and Exchange Commission on March 14, 2011 |
| (2) | Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 0-18275), as filed with the Securities and Exchange Commission on December 13, 2013 |
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, thereunto duly authorized.
ITEX Corporation (Registrant)
| ||
| Date: December 13, 2013 | ||
| By: | /s/ Steven White | |
Steven White Chief Executive Officer
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