-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DE2KnLpuBfy1jslmJKn6Ru6qGCncia36r/e7Uz8uFy5aqaVZ4JbAxIZN7E0wIG1M 7noNV75YJT4tDp06eQfWzA== 0001193125-05-056437.txt : 20050321 0001193125-05-056437.hdr.sgml : 20050321 20050321143128 ACCESSION NUMBER: 0001193125-05-056437 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050321 DATE AS OF CHANGE: 20050321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mercator Partners Acquisition Corp. CENTRAL INDEX KEY: 0001315255 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202096338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-51211 FILM NUMBER: 05693891 BUSINESS ADDRESS: STREET 1: 11911 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703 995 5533 MAIL ADDRESS: STREET 1: 11911 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 8-A12G 1 d8a12g.htm FORM 8-A Form 8-A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

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

 


 

MERCATOR PARTNERS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 


 

Delaware   20-2096338
(State of Incorporation)   (I.R.S. Employer Identification No.)

 

One Fountain Square,

11911 Fountain Drive, Suite 1080,

Reston, Virginia 20190

(Address of principal executive offices and zip code)

 


 

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: 333-122303

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class to

be so Registered


 

Name of Each Exchange on Which

Each Class is to be Registered


None

  Not Applicable

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

Series A Units, each consisting of two shares of common stock, par value

$.0001 per share, five Class W warrants and five Class Z warrants

(Title of Class)

 

Series B Units, each consisting of two shares of Class B common stock,

par value $.0001 per share, one Class W warrant and one Class Z warrant

(Title of Class)

 

Common Stock, par value $.0001 per share

(Title of Class)

 

Class B Common Stock, par value $.0001 per share

(Title of Class)

 

Class W Warrants

(Title of Class)

 

Class Z Warrants

(Title of Class)

 



Item 1. Description of Registrant’s Securities to be Registered.

 

Mercator Partners Acquisition Corp. (the “Registrant”) is registering (a) Series A Units (the “Series A Units”), each consisting of two shares of common stock, par value $.0001 per share (“Common Stock”), five Class W Warrants each to purchase one share of Common Stock (“Class W Warrants”) and five Class Z Warrants each to purchase one share of Common Stock (“Class Z Warrants”), (b) Series B Units (the “Series B Units”), each consisting of two shares of Class B common stock, par value $.0001 per share (“Class B Common Stock”), one Class W Warrant and one Class Z Warrant, (c) Common Stock, (d) Class B Common Stock, (e) Class W Warrants and (f) Class Z Warrants, pursuant to a Registration Statement on Form S-1 (File No. 333-122303) (the “Registration Statement”) that was filed with the Securities and Exchange Commission on January 26, 2005. Reference is made to the sections entitled “Prospectus Summary-The Offering” and “Description of Securities” in the prospectus forming a part of the Registration Statement, and all amendments to the Registration Statement subsequently filed with the Securities and Exchange Commission, including any prospectus relating thereto filed subsequently pursuant to Rule 424 of the Securities Act of 1933, as amended (the “Prospectus”). Such Registration Statement and all amendments to the Registration Statement, including the Prospectus, are hereby deemed to be incorporated by reference into this Form 8-A.

 

Item 2. Exhibits.

 

    3.1    Certificate of Incorporation of Registrant (Incorporated by reference to Exhibit 3.1 of the Registration Statement)
    3.2    By-laws of the Registrant (Incorporated by reference to Exhibit 3.2 of the Registration Statement)
    4.1    Form of Certificate evidencing Series A Units (Incorporated by reference to Exhibit 4.1 to the Registration Statement)
    4.2    Form of certificate evidencing Series B Units (Incorporated by reference to Exhibit 4.2 to the Registration Statement)
    4.3    Form of certificate evidencing shares of Common Stock (Incorporated by reference to Exhibit 4.3 to the Registration Statement)
    4.4    Form of certificate evidencing shares of Class B Common Stock (Incorporated by reference to Exhibit 4.4 to the Registration Statement)
    4.5    Form of certificate evidencing Class W Warrants (Incorporated by reference to Exhibit 4.5 to the Registration Statement)
    4.6    Form of certificate evidencing Class Z Warrants (Incorporated by reference to Exhibit 4.6 to the Registration Statement)
    4.7    Form of Unit Purchase Option between the Registrant and HCFP/Brenner Securities LLC (Incorporated by reference to Exhibit 4.7 to the Registration Statement)
    4.8    Form of Warrant Agreement between the Registrant and American Stock Transfer & Trust Company, as warrant agent (Incorporated by reference to Exhibit 4.8 to the Registration Statement)


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.

 

MERCATOR PARTNERS ACQUISITION CORP.
By:  

/s/ Rhodric C. Hackman


Name:   Rhodric C. Hackman
Title:   President

 

Dated: March 21, 2005

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