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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
FTM MEDIA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
COLORADO 84-1295270
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
6991 EAST CAMELBACK ROAD
SUITE D-103 85231
SCOTTSDALE, ARIZONA
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act
and is effective pursuant to and is effective pursuant to
General Instruction A.(c), please General Instruction A.(d), please
check the following box.[ ] check the following box. [X]
Securities Act registration statement
file number to which this form relates: N/A
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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
N/A N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.04
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
FTM Media, Inc., a Colorado corportion (the "Registrant"), is
registering hereby its common stock, par value $.04 per share ("Common Stock").
The Registrant is authorized to issue 12,500,000 shares of Common Stock,
of which 6,524,356 shares are issued and outstanding. The Registrant is also
authorized to issue 2,500,000 shares of preferred stock, par value $.04 per
share ("Preferred Stock"). As of the date hereof, 800,000 shares of Preferred
Stock have been designated as Series A Convertible Preferred Stock (the "Series
A Stock"), none of which are issued and outstanding and 400,000 shares of
Preferred Stock have been designated as Series B Convertible Preferred Stock
("Series B Stock"), of which 273,504 shares are issued and outstanding.
The following summary of certain features of the Common Stock does not
purport to be complete and is subject to, and qualified in its entirety by, the
provisions of the Registrant's Articles of Incorporation, as amended, which is
included as an exhibit to this Registration Statement and incorporated herein by
this reference.
COMMON STOCK
Dividend Rights. Subject to the rights of any other class or series of
stock, including Preferred Stock then outstanding having a preference as to
dividends over the Common Stock, holders of Common Stock are entitled to receive
dividends out of funds legally available therefore when, and if, declared by the
Board of Directors.
Voting Rights. The holders of Common Stock are entitled to one vote for
each share held of record on all matters on which the holders of Common Stock
are entitled to vote.
Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Registrant, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive all of the remaining
assets of the Registrant available for distribution to its stockholders, ratably
in proportion to the number of shares of the Common Stock held by them. A
liquidation, dissolution or winding-up of the Registrant, as such terms are used
herein, will not be deemed to be occasioned by or to include any consolidation
or merger of the Registrant with or into any other company or companies or other
entity or a sale, lease, exchange or conveyance of all or a part of the assets
of the Registrant.
Preemptive and Subscription Rights. Holders of the Common Stock have no
preemptive or subscription rights to subscribe for additional shares of Common
Stock.
LIMITATIONS AS A RESULT OF PREFERRED STOCK
The Registrant's Articles of Incorporation authorizes the Board of
Directors to issue up to an aggregate of 2,500,000 shares of Preferred Stock in
one or more series with such voting rights, liquidation preferences, dividend
rights, repurchase rights, conversion rights, redemption rights and terms and
certain other rights and preferences as shall be determined by the Board of
Directors. The Board of Directors has designated 800,000 shares of Preferred
Stock as Series A Stock, none of which are issued and outstanding and 400,000
shares of Preferred Stock as Series B Stock, of which 273,504 shares are issued
and outstanding.
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Series B Stock. One series of Preferred Stock is currently outstanding,
the Series B Stock. The following is a summary of certain rights and preferences
of the Series B Stock that affect the rights of holders of the Common Stock:
- - The Series B Stock ranks senior to Common Stock and any other class or
series of capital stock of the Registrant with respect to liquidation,
dissolution, or winding up of the business.
- - Holders of Series B Stock are entitled to receive annual dividends of $0.702
per share prior and in preference to any declaration or payment of any cash
dividend on the Common Stock or any other junior stock of the Registrant.
- - Holders of Series B Stock have no voting rights except for those minimum
rights required by the Colorado Business Corporation Act, in which case the
stock shall vote together with the Common Stock as a single class, unless
the Colorado Business Corporation Act requires the Series B Stock to vote
separately as a single class.
- - Holders of Series B Stock have the option to convert their stock to shares
of Common Stock equal to the conversion rate in effect at the time of
conversion. The conversion rate shall be an amount equal to $5.85 divided by
the conversion price. The conversion price shall equal $5.85 minus the
multiple of the aggregate unpaid accrued dividends per share times 0.64103.
- - After June 15, 2000, the Registrant may elect to cause each share of the
Series B Stock to be automatically converted into a number of fully paid and
non-assessable shares of Common Stock equal to the conversion rate then in
effect as of any date on which the closing price for each of the twenty
trading days preceding such date equals or exceeds $8.35 per share.
CERTAIN ANTI-TAKEOVER EFFECTS
Preferred Stock. The issuance of additional shares of Preferred Stock,
or the issuance of rights to purchase Preferred Stock, may have the effect of
delaying, deferring or preventing a change in control of the Registrant or may
increase or decrease the number of shares constituting each series.
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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3.1 Amended and Restated Articles of Incorporation of FTM
Media, Inc., a Colorado corporation.
3.2 Amended and Restated Bylaws of FTM Media, Inc., a Colorado corporation.
4.1 Specimen Certificate of Common Stock
4.2 Certificate of Designation of Rights and Preferences of Series A Convertible
Preferred Stock of Redwood Broadcasting, Inc. (currently FTM Media, Inc.)
4.3 Certificate of Designation of Rights and Preferences of Series B Convertible
Preferred Stock of Redwood Broadcasting, Inc. (currently FTM Media, Inc.)
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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.
FTM Media, Inc.
(Registrant)
Date: October 19, 1999 By:/s/ Scott Manson
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Scott Manson
Chief Financial Officer and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Amended and Restated Articles of Incorporation of FTM Media,
Inc., a Colorado corporation.
3.2 Amended and Restated Bylaws of FTM Media, Inc., a Colorado corporation.
4.1 Specimen Certificate of Common Stock
4.2 Certificate of Designation of Rights and Preferences of Series A Convertible
Preferred Stock of Redwood Broadcasting, Inc. (currently FTM Media, Inc.)
4.3 Certificate of Designation of Rights and Preferences of Series B Convertible
Preferred Stock of Redwood Broadcasting, Inc. (currently FTM Media, Inc.)