SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 02549
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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
WAVERIDER COMMUNICATIONS INC.
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(Exact name of registrant as specified in its charter)
Nevada 33-0264030
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(State of incorporation or organization) (IRS Employer
Identification No.)
255 Consumers Road, Suite 500, Toronto, Ontario Canada M2J 1R4
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(Address of principal executive offices) (Zip Code)
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 pursuant to Section 12(g) of the
and is effective pursuant to Exchange Act and is effective pursuant
General Instruction A.(c), to General Instruction A.(d),
please check the following box. please check the following box. X
Securities Act registration statement file number to which this form relates:
333-70114.
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 Stock Purchase Warrants
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(Title of Class)
Item 1. Description of Securities to be Registered.
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We have provided the information required by Item 202 of Regulation S-K
under the heading "Description of Capital Stock" in our Registration Statement
on Form S-3, registration no. 333-70114, as initially filed with the Securities
and Exchange Commission on September 25, 2001 on Form S-3 and as subsequently
amended (the "Registration Statement"). The Registration Statement is
incorporated herein by reference.
Item 2. Exhibits.
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Exhibit
Number: Description:
4.1 Specimen Certificate of Common Stock incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-18, File No.
33-25889-LA.
4.2 Form of Subscription Rights Agent Agreement by and between Corporate
Stock Transfer, Inc. and WaveRider Communications Inc. dated October
17, 2001 incorporated by reference to Exhibit 4.2 on a registration
statement on Form S-3/A filed November 2, 2001.
4.3 Form of Subscription Rights Certificate incorporated by reference to
Exhibit 4.3 on a registration statement on Form S-3/A filed on November
2, 2001.
4.4 Form of Warrant Agent Agreement by and between Corporate Stock
Transfer, Inc. and WaveRider Communications Inc. dated October 17, 2001
incorporated by reference to Exhibit 4.4 on a registration statement on
Form S-3/A filed on November 2, 2001.
4.5 Form of Common Stock Purchase Warrant incorporated by reference to
Exhibit 4.5 on a registration statement on Form S-3/A filed on November
2, 2001.
5.1 Legal opinion of Foley, Hoag and Elliot, LLP incorporated by reference
to Exhibit 5.1 on a registration statement on Form S-3/A filed on
November 2, 2001.
10.1 Solicitation Agent Agreement by and between Gruntal & Co., L.L.C. and
WaveRider Communications Inc. dated October 31, 2001 incorporated by
reference to Exhibit 10.1 on a registration statement on Form S-3/A
filed on November 2, 2001.
10.2 Information Agent Agreement by and between Innisfree M&A, Inc. and
WaveRider Communications Inc. dated October 22, 2001 incorporated by
reference to Exhibit 10.2 on a registration statement on Form S-3/A
filed on November 2, 2001.
10.3 Escrow Agreement by and between WaveRider Communications Inc.,
Corporate Stock Transfer, Inc. and Key Bank National Association, dated
October 31, 2001, incorporated by reference to Exhibit 10.3 on a
registration statement on Form S-3/A filed on November 2, 2001.
23.1 Consent of PricewaterhouseCoopers LLP incorporated by reference to
Exhibit 23.1 on a registration statement on Form S-3/A filed on
November 2, 2001.
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
incorporated by reference to Exhibit 23.2 on a registration statement
on Form S-3/A filed on November 2, 2001.
99.1 Form of Instructions for Use of WaveRider Subscription Rights
Certificate incorporated by reference to Exhibit 99.1 on a registration
statement filed on Form S-3/A filed on November 2, 2001.
99.2 Form of Letter to Stockholders who are Record Holders incorporated by
reference to Exhibit 99.2 on a registration statement filed on Form
S-3/A filed on November 2, 2001.
99.3 Form of Letter to Securities Dealers, Commercial Banks, Trust Companies
and Other Nominees incorporated by reference to Exhibit 99.3 on Form
S-3/A filed on November 2, 2001.
99.4 Form of Letter to Clients of Nominee Holders incorporated by reference
to Exhibit 99.4 on Form S-3/A filed on November 2, 2001.
99.5 Form of Nominee Holder Certification incorporated by reference to
Exhibit 99.5 on Form S-3/A filed on November 2, 2001.
99.6 Form of Beneficial Owner Election Form incorporated by reference to
Exhibit 99.6 on Form S-3/A filed on November 2, 2001.
99.7 Form of Notice of Guaranteed Delivery incorporated by reference to
Exhibit 99.7 on Form S-3/A filed on November 2, 2001.
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.
WAVERIDER COMMUNICATIONS INC.
Dated: November 9, 2001 By: /s/ D. Bruce Sinclair
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D. Bruce Sinclair, President and CEO
EXHIBIT INDEX
Exhibit
Number: Description:
4.1 Specimen Certificate of Common Stock incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-18, File No.
33-25889-LA.
4.2 Form of Subscription Rights Agent Agreement by and between Corporate
Stock Transfer, Inc. and WaveRider Communications Inc. dated October
17, 2001 incorporated by reference to Exhibit 4.2 on a registration
statement on Form S-3/A filed November 2, 2001.
4.3 Form of Subscription Rights Certificate incorporated by reference to
Exhibit 4.3 on a registration statement on Form S-3/A filed on November
2, 2001.
4.4 Form of Warrant Agent Agreement by and between Corporate Stock
Transfer, Inc. and WaveRider Communications Inc. dated October 17, 2001
incorporated by reference to Exhibit 4.4 on a registration statement on
Form S-3/A filed on November 2, 2001.
4.5 Form of Common Stock Purchase Warrant incorporated by reference to
Exhibit 4.5 on a registration statement on Form S-3/A filed on November
2, 2001.
5.1 Legal Opinion of Foley, Hoag & Eliot LLP incorporated by reference to
Exhibit 5.1 on a registration statement on Form S-3/A filed on November
2, 2001.
10.1 Solicitation Agent Agreement by and between Gruntal & Co., L.L.C. and
WaveRider Communications Inc. dated October 31, 2001 incorporated by
reference to Exhibit 10.1 on a registration statement on Form S-3/A
filed on November 2, 2001.
10.2 Information Agent Agreement by and between Innisfree M&A, Inc. and
WaveRider Communications Inc. dated October 22, 2001 incorporated by
reference to Exhibit 10.2 on a registration statement on Form S-3/A
filed on November 2, 2001.
10.3 Escrow Agreement by and between WaveRider Communications Inc.,
Corporate Stock Transfer, Inc. and Key Bank National Association, dated
October 31, 2001 incorporated by reference to Exhibit 10.3 on a
registration statement on Form S-3/A filed on November 2, 2001.
23.1 Consent of PricewaterhouseCoopers LLP incorporated by reference to
Exhibit 23.1 on a registration statement on Form S-3/A filed on
November 2, 2001.
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
incorporated by reference to Exhibit 23.2 on a registration statement
on Form S-3/A filed on November 2, 2001.
99.1 Form of Instructions for Use of WaveRider Subscription Rights
Certificate incorporated by reference to Exhibit 99.1 on a registration
statement filed on Form S-3/A filed on November 2, 2001.
99.2 Form of Letter to Stockholders who are Record Holders incorporated by
reference to Exhibit 99.2 on a registration statement filed on Form
S-3/A filed on November 2, 2001.
99.3 Form of Letter to Securities Dealers, Commercial Banks, Trust Companies
and Other Nominees incorporated by reference to Exhibit 99.3 on Form
S-3/A filed on November 2, 2001.
99.4 Form of Letter to Clients of Nominee Holders incorporated by reference
to Exhibit 99.4 on Form S-3/A filed on November 2, 2001.
99.5 Form of Nominee Holder Certification incorporated by reference to
Exhibit 99.5 on Form S-3/A filed on November 2, 2001.
99.6 Form of Beneficial Owner Election Form incorporated by reference to
Exhibit 99.6 on Form S-3/A filed on November 2, 2001.
99.7 Form of Notice of Guaranteed Delivery incorporated by reference to
Exhibit 99.7 on Form S-3/A filed on November 2, 2001.