Form 8-A Page 1 of 4
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b)
OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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GENERAL INSTRUCTIONS
A. RULE AS TO USE OF FORM 8-A.
a. Subject to paragraph (b) below, this form may be used for registration
pursuant to Section 12(b) or (g) of the Securities Exchange Act of
1934 of any class of securities of any issuer which is required to
file reports pursuant to Section 13 or 15(d) of that Act or pursuant
to an order exempting the exchange on which the issuer has securities
listed from registration as a national securities exchange.
b. If the registrant would be required to file an annual report pursuant
to Section 15(d) of the Act for its last fiscal year, except for the
fact that the registration statement on this form will become
effective before such report is required to be filed, an annual report
for such fiscal year shall nevertheless be filed within the period
specified in the appropriate annual report form.
c. If this form is used for the registration of a class of securities
under Section 12(b), it shall become effective:
1. If a class of securities is not concurrently being registered
under the Securities Act of 1933 ("Securities Act"), upon the
later of receipt by the Commission of certification from the
national securities exchange listed on this form or the filing of
the Form 8-A with the Commission; or
2. If a class of securities is concurrently being registered under
the Securities Act, upon the later of the filing of the Form 8-A
with the Commission, receipt by the Commission of certification
from the national securities exchange listed on this form or
effectiveness of the Securities Act registration statement
relating to the class of securities.
Form 8-A Page 2 of 4
d. If this form is used for the registration of a class of securities
under Section 12(g), it shall become effective:
1. If a class of securities is not concurrently being registered
under the Securities Act, upon the filing of the Form 8-A with
the Commission; or
2. If class of securities is concurrently being registered under the
Securities Act, upon the later of the filing of the Form 8-A with
the Commission or the effectiveness of the Securities Act
registration statement relating to the class of securities.
B. APPLICATION OF GENERAL RULES AND REGULATIONS.
a. The General Rules and Regulations under the Act contain certain
general requirements which are applicable to registration on any form.
These general requirements should be carefully read and observed in
the preparation and filing of registration statements on this form.
b. Particular attention is directed to Regulation 12B which contains
general requirements regarding matters such as the kind and size of
paper to be used, legibility, information to be given whenever the
title of securities is required to be stated, incorporation by
reference and the filing of the registration statement. The
definitions contained in Rule 12b-2 should be especially noted.
C. PREPARATION OF REGISTRATION STATEMENT.
This form is not to be used as a blank form to be filled in, but only as a
guide in the preparation of the registration statement on paper meeting the
requirements of Rule 12b-12. The registration statement shall contain the
item numbers and captions, but the text of the items may be omitted. The
answers to the items shall be prepared in the manner specified in Rule
12b-13.
D. SIGNATURE AND FILING OF REGISTRATION STATEMENT.
Eight complete copies of the registration statement, including all papers
and documents filed as a part thereof (other than exhibits) shall be filed
with the Commission and at least one such copy shall be filed with each
exchange on which the securities are to be registered. Exhibits shall be
filed with the Commission and with any exchange in accordance with the
Instructions as to Exhibits. At least one copy of the registration
statement filed with the Commission and one filed with each exchange shall
be manually signed. Unsigned copies shall be conformed.
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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORTHWEST ETHANOL, LLC
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(Exact name of registrant as specified in its charter)
Ohio 34-1946951
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
P.O. Box 4505, Sherwood, Ohio 43556
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(Address of principal (Zip Code)
executive offices)
Form 8-A Page 3 of 4
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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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. [ ]
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. [X]
Securities Act registration statement file number to which this form
relates: 333-74274 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
limited liability company units
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Furnish the information required by Item 202 of Regulation S-K or Item 202 of
Regulation S-B, as applicable.
The description of the limited liability company units of the Registrant
required by this item shall be deemed to be incorporated by reference to the
information included under the heading "Description of the Units and Our Amended
and Restated Operating Agreement" in the form of prospectus to be subsequently
filed by pursuant to Rule 424(b) under the Securities Act of 1933 in connection
with the Registrant's Form SB-2 filed on November 30, 2001.
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Instruction.
If a description of the securities comparable to that required here is contained
in any prior filing with the Commission, such description may be incorporated by
reference to such other filing in answer to this item. If such description will
be included in a form of prospectus subsequently filed by the registrant
pursuant to Rule 424(b) under the Securities Act this registration statement
shall
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state that such prospectus shall be deemed to be incorporated by reference into
the registration statement. If the securities are to be registered on a national
securities exchange and the description has not previously been filed with such
exchange, copies of the description shall be filed with copies of the
application filed with the exchange.
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ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
1. Articles of Organization, incorporated by reference to Exhibit 3.1 of the
Form SB-2 of the Registrant filed November 30, 2001.
2. Amended and Restated Operating Agreement, incorporated by reference to
Exhibit 3.2 of the Form SB-2 of the Registrant filed November 30, 2001.
3. Form of Unit Certificate, incorporated by reference to Exhibit 4.1 of the
Form SB-2 of the Registrant filed November 30, 2001.
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Instruction.
See the instructions as to exhibits, set forth below.
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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.
(Registrant) Northwest Ethanol, LLC
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Date December 14, 2001
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By /s/ Ted W. Penner
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Ted W. Penner, Secretary
INSTRUCTIONS AS TO EXHIBITS
If the securities to be registered on this form are to be registered on an
exchange on which other securities of the registrant are registered, or are to
be registered pursuant to Section 12(g) of the Act, copies of all constituent
instruments defining the rights of the holders of each class of such
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securities, including any contracts or other documents which limit or qualify
the rights of such holders, shall be filed as exhibits with each copy of the
registration statement filed with the Commission or with an exchange, subject to
Rule 12b-32 regarding incorporation of exhibits by reference.
http://www.sec.gov/divisions/corpfin/forms/8-a.htm
Last update: 02/20/2001