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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
FloNetwork Inc.
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(Exact name of registrant as specified in its charter)
Ontario, Canada 94-322947
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(State of incorporation (IRS Employer
or organization) Identification No.)
260 King Street East, Toronto, Ontario, Canada M5A 1K3
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(Address of principal executive offices) (Zip Code)
If this form related 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), please check the following box. [ ]
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), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-32494
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(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
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares
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(Title of Class)
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Item 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Description under the heading "Description of Share Capital" relating to the
Registrant's Common Shares in the Prospectus included in the Registrant's
Registration Statement on Form F-1 filed with the Securities and Exchange
Commission (the "Registration Statement on Form F-1") (File No. 333-32494) is
incorporated herein by reference.
Item 2: EXHIBITS
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Articles of Incorporation of the Registrant, as amended, dated November
24, 1999, incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form F-1.
2. Restatement of Articles of Incorporation of the Registrant to be filed
after the effective date of this initial public offering, incorporated
by reference to Exhibit 3.2 to the Company's Registration Statement on
Form F-1.
3. Bylaw No. 1 of the Registrant dated August 4, 1993, incorporated by
reference to Exhibit 3.3 to the Company's Registration Statement on
Form F-1.
4. Bylaw No. 2 of the Registrant dated August 4, 1993, incorporated by
reference to Exhibit 3.4 to the Company's Registration Statement on
Form F-1.
5. Bylaw No. 1 of the Registrant, as amended, dated December 15, 1999,
effective upon the completion of this initial public offering,
incorporated by reference to Exhibit 3.5 to the Company's
Registration Statement on Form F-1.
6. Articles of Amendment to the Articles of Incorporation of the
Registrant as filed on April 7, 2000, incorporated by reference to
Exhibit 3.6 to the Company's Registration Statement on Form F-1.
7. Articles of Amendment to the Articles of Incorporation of the
Registrant to be filed after the effective date of this initial public
offering, incorporated by reference to Exhibit 3.7 to the Company's
Registration Statement on Form F-1.
8. Registration Rights Agreement between the Registrant and its
Shareholders, incorporated by reference to Exhibit 10.18 to the
Company's Registration Statement on Form F-1.
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.
FloNetwork Inc.
By: /s/ Wilson Lee
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Wilson Lee
Chief Financial Officer
April 7, 2000