UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (b) OF THE SECURITIES EXCHANGE ACT OF 1934 ROEX, INC. ------------------------- California 333-92299 - ---------------------------------------- ------------------------------------ (State of incorporation of organization) (IRS Employer Identification Number) 2081 Business Center Drive, Suite 185 Irvine, CA 92612 - ---------------------------------------- ----------- (Address of principal executive offices) (Zip Code) 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 - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- 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: No. 333-92299 Securities to be registered pursuant to Section 12(b) of the Act: NONE Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value ---------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. Roex, Inc., (the "Registrant") is registering its Common Stock, no par value per share ("Common Stock"). Information concerning the Common Stock is included under the caption "Description of Capital Stock" in the Registrant's Registration Statement on Form SB-2 originally filed with the Securities and Exchange Commission on December 8, 1999, and as amended from time to time thereafter (Registration No. 333-92299), which Registration Statement is incorporated herein by reference. Item 2. Exhibits The following exhibits are incorporated herein by reference to the Company's Registration Statement on Form SB-2 originally filed with the Securities and Exchange Commission on December 8, 1999, as amended (Registration No. 333-92299). EXHIBIT NUMBER DESCRIPTION - --------------- ---------------------------------------------------------------- 1 Form of Managing Placement Agent (Underwriter) Agreement 3 Charter Documents 3.1 Articles of Incorporation 3.2 Bylaws 4 Instruments defining rights of holders 4.1 Form of Convertible Promissory Note issued October 1998 4.2 Form of Convertible Promissory Note issued between July and October 1999 4.3 Subscription Agreement for this Offering 4.4 Form of Underwriter's Warrant 5 Opinion of Law Offices of William B. Barnett 10 Material Contracts 10.1 Form of Escrow Agreement with Wells Fargo Bank, N.A. applicable to this Offering 10.2 1999 Stock Incentive Plan 10.3 Form of Officer and Director Indemnification Agreement 10.4 Loan Restructure Agreement with Bison Development Fund, L.P. 10.5 Stock Option granted to Bison Development Fund, L.P. 10.6 Employment Agreement dated November 1, 1998, between Roex and Rodney H. Burreson 10.7 Royalty Agreement dated July 23, 1996, between Roex, Inc. and Dennis F. Gibson 23 Consents of Experts and Counsel 23.1 Consent of Law Offices of William B. Barnett (filed as part of Exhibit 5 hereto) 23.2 Consent of Stonefield, Josephson, Inc. 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. ROEX, INC. (Registrant) Date: October 25, 2000 By: ____________________________________ Peter Weber, Chief Financial Officer