SEC Info - Torque Engineering Corp - ‘8-A12G’ on 12/26/01

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Torque Engineering Corp – ‘8-A12G’ on 12/26/01

On: Wednesday, 12/26/01 · Accession #: 898432-1-500524 · File #: 0-21811

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/26/01  Torque Engineering Corp           8-A12G                 1:11K                                    K&L Gates LLP/DC/FA

Registration of a Class of Securities — Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  5     28K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Description of Registrant's Securities to Be Registered Exhibits
1	1st Page - Filing Submission
2	Item 1. Description of Registrant's Securities to Be Registered
"	Item 2. Exhibits

8-A12G 1st Page of 5 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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

TORQUE ENGINEERING CORPORATION
------------------------------
(Exact Name of Registrant as Specified in its Charter)

DELAWARE                                        83-0317306      
--------                                        ----------      
(State of incorporation or                  (I.R.S. Employer Identification No.)
organization)                                                                   

 2932 THORNE DRIVE
ELKHART, INDIANA 46514
(Address of Principal Executive Offices)

Copies to:

 Clayton E. Parker, Esq.
Ronald S. Haligman, Esq.
Kirkpatrick & Lockhart LLP
 201 S. Biscayne Boulevard, Suite 2000
Miami, Florida 33131
(305) 539-3300

If   this   form    relates   to   the    If   this   form    relates   to   the
registration  of a class of securities    registration  of a class of securities
pursuant  to  Section   12(b)  of  the    pursuant  to  Section   12(g)  of  the
Exchange Act and is effective pursuant    Exchange Act and is effective pursuant
to General  Instruction A.(c),  please    to General  Instruction A.(d),  please
check the following box. [ ]              check the following box. [ X ] 9      

Securities  Act  registration  statement file number to which this form relates:
333-75260                                                                       

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
    -------------------                -----------------------------------

None                               None                           

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

Common Stock, par value $0.00001                                  

8-A12G 2nd Page of 5 TOC 1st Previous Next ↓Bottom Just 2nd
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.                
--------------------------------------------------------        

        This  information  is  incorporated  by  reference  to the  Registrant's
Registration  Statement  on Form  SB-2  (File  No.  333-75260),  filed  with the
Securities  and  Exchange  Commission  on December  17,  2001,  as amended  (the
"REGISTRATION  STATEMENT"),  in the  section  entitled  "Description  of Capital
Stock."                                                                         

ITEM 2. EXHIBITS.                                                               
--------                                                        

        THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION STATEMENT:
        ------------------------------------------------------------------------

EXHIBIT                                                                         
NO.       DESCRIPTION                              LOCATION                     
--------  --------------------------------------   ---------------------------- 

2.1       Form of Agreement and Plan of            Incorporated by reference    
Merger by and among Quintessence         to Exhibit A to the
    Oil Company and Torque                   Registrant's Definitive
                                              Proxy Statement filed on
                                        September 24, 1999

2.2       Plan and Agreement of                    Incorporated by reference    
  Reorganization dated May 21,             to Exhibit 2.2 to the
       1999 between IPSL, Inc. and              Registrant's Annual Report
        Quintessence Oil Company                 on Form 10-KSB filed on May
                              25, 2000

2.3       Bill of Sale between IPSL, Inc.          Incorporated by reference    
  and Torque                               to Exhibit 2.3 to the
                                                Registrant's Annual Report
                                                 on Form 10-KSB filed on May
                              25, 2000

3.1       Articles of Incorporation of             Incorporated by reference    
  Quintessence Oil Company                 to Exhibit 3.1 to the
                                                Registrant's Form 10 filed
                                         on December 3, 1996

3.2       Certificate of Incorporation of          Incorporated by reference    
Torque                                   to Exhibit B to the
                                             Registrant's Definitive
                                              Proxy Statement filed on
                                        September 24, 1999

3.3       Bylaws of Quintessence Oil               Incorporated by reference    
  Company                                  to Exhibit 3.2 of the
                                               Registrant's Registration
                                                Statement on Form 10 filed
                                         on December 3, 1996

3.4       Bylaws of Torque                         Incorporated by reference    
                                         to Exhibit C of the
                                             Registrant's Definitive
                                              Proxy Statement filed on
                                        September 2,4 1999

5.1       Opinion Re:  Legality                    Incorporated by reference    
                                           to Exhibit 5.1 of the
                                               Registrant's Registration
                                            Statement on Form SB-2
                                                filed on December 17, 2001

10.1      Lease Rental Agreement dated             Incorporated by reference    
   October 6, 1999 between                  to Exhibit 10.1 of the
        Quintessence Oil Company and CNC         Registrant's Amended Annual
    Associates (Lease No. 99870001)          Report on Form 10-KSB/A
                                              filed on August 10, 2000

10.2      Lease Rental Agreement dated             Incorporated by reference    
   October 6, 1999 between                  to Exhibit 10.2 of the
        Quintessence Oil Company and CNC         Registrant's Amended Annual
    Associates (Lease No. 9987002)           Report on Form 10-KSB/A
                                              filed on August 10, 2000

10.3      Lease Rental Agreement dated             Incorporated by reference    
   October 6, 1999 between                  to Exhibit 10.3 of the
        Quintessence Oil Company and CNC         Registrant's Amended Annual
    Associates (Lease NO. 99870003)          Report on Form 10-KSB/A
                                              filed on August 10, 2000

10.4      Lease Rental Agreement dated             Incorporated by reference    
   October 6, 1999 between                  to Exhibit 10.4 of the
        Quintessence Oil Company and CNC         Registrant's Amended Annual
    Associates (Lease No. 99870003)          Report on Form 10-KSB/A
                                              filed on August 10, 2000

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EXHIBIT                                                                         
NO.       DESCRIPTION                              LOCATION                     
--------  --------------------------------------   ---------------------------- 

10.5      Real Estate Lease dated April            Incorporated by reference    
   29, 1999 by and between Richard          to Exhibit 10.5 of the
       W. Strefling Industries, Inc.            Registrant's Annual Report
        and Quintessence Oil Company             on Form 10-KSB filed on May
                              25, 2000

10.6      Torque 1999 Stock Option Plan            Incorporated by reference    
                                         to Exhibit E to the
                                             Registrant's Definitive
                                              Proxy Statement filed on
                                        September 24, 1999

10.7      Corporate Note dated September           Incorporated by reference    
   28, 2000 to Richard D. Wedel             to Exhibit 10.7 of the
                                                Registrant's Annual Report
                                             on Form 10-KSB filed on
                                    March 29, 2001

10.8      Corporate Note dated October 4,          Incorporated by reference    
   2000 to Richard D. Wedel                 to Exhibit 10.8 of the
                                                Registrant's Annual Report
                                             on Form 10-KSB filed on
                                    March 29, 2001

10.9      Corporate Note dated October 12,         Incorporated by reference    
   2000 to Michael Attias                   to Exhibit 10.9 of the
                                                Registrant's Annual Report
                                             on Form 10-KSB filed on
                                    March 29, 2001

10.10     Corporate Note dated December            Incorporated by reference    
    31, 1000 to Richard D. Wedel             to Exhibit 10.11 of the
                                                Registrant's Annual Report
                                             on Form 10-KSB filed on
                                    March 29, 2001

10.12     Account Purchase Agreement dated         Incorporated by reference    
   May 2, 2001 between Torque and           to Exhibit 10.1 to the
   Crown Financial, L.L.C.                  Registrant's Quarterly
                                                 Report on Form 10-QSB filed
                                        on August 17, 2001

10.13     Securities Purchase Agreement            Incorporated by reference    
    dated as of October 28, 2001             to Exhibit 10.13 of the
      between Torque and Cornell               Registrant's Registration
   Capital Partners, LP                     Statement on Form SB-2
                                                filed on December 17, 2001

10.14     Investor Registration Rights             Incorporated by reference    
    Agreement dated as of October            to Exhibit 10.14 of the
      28, 2001 between Torque and              Registrant's Registration
   Cornell Capital Partners, LP             Statement on Form SB-2
                                                filed on December 17, 2001

10.15     Escrow Agreement dated as of             Incorporated by reference to 
 October 28, 20001 among Torque,          Exhibit 10.15 of the
      Yorkville Advisors Management,           Registrant's Registration
   LCC and First Union National             Statement on Form SB-2
       Bank                                     filed on December 17, 2001

10.16     Transfer Agent Instructions              Incorporated by reference    
    dated as of October 28, 2001             to Exhibit 10.16 of the
      among Torque, Cornell Capital            Registrant's Registration
   Partners, LP and Computer Share          Statement on Form SB-2
       Trust Company, Inc.                      filed on December 17, 2001

10.17     Equity Line of Credit Agreement          Incorporated by reference to 
 dated November 14, 2001 between          Exhibit 10.17 of the
      Torque and Cornell Capital               Registrant's Registration
   Partners, LP                             Statement on Form SB-2
                                                filed on December 17, 2001

10.18     Registration Rights Agreement            Incorporated by reference    
    dated November 14, 2001 between          to Exhibit 10.18 of the
      Torque and Cornell Capital               Registrant's Registration
   Partners, LP                             Statement on Form SB-2
                                                filed on December 17, 2001

10.19     Escrow Agreement dated November          Incorporated by reference    
    14, 2001 among Torque, Cornell           to Exhibit 10.19 of the
      Partners, LP and First Union             Registrant's Registration
   National Bank                            Statement on Form SB-2
                                                filed on December 17, 2001

10.20     Placement Agent Agreement dated          Incorporated by reference    
    November 14, 2001 between Torque         to Exhibit 10.20 of the
      and Westport Partners, Ltd.              Registrant's Registration
                                            Statement on Form SB-2
                                                filed on December 17, 2001

8-A12G 4th Page of 5 TOC 1st Previous Next ↓Bottom Just 4th
EXHIBIT                                                                         
NO.       DESCRIPTION                              LOCATION                     
--------  --------------------------------------   ---------------------------- 

23.1      Consent of Weinberg & Company,           Incorporated by reference    
   P.A.                                     to Exhibit 23.1 of the
                                               Registrant's Registration
                                            Statement on Form SB-2
                                                filed on December 17, 2001

23.2      Consent of Kirkpatrick &                 Incorporated by reference    
   Lockhart LLP                             to Exhibit 23.2 of the
                                               Registrant's Registration
                                            Statement on Form SB-2
                                                filed on December 17, 2001

24.1      Power of Attorney                        Incorporated by reference    
                                            to Exhibit 24.1 of the
                                               Registrant's Registration
                                            Statement on Form SB-2
                                                filed on December 17, 2001

27.1      Financial Data Schedule                  Not applicable               
99.1      IPSL, Inc. Financial Statements          Incorporated by reference    
   as of May 28, 1999                       to Exhibit 99.1 to the
                                                Registrant's Annual Report
                                                 on Form 10-KSB filed on May
                              25, 2000

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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.               

                      TORQUE ENGINEERING CORPORATION

December 26, 2001                   By: /s/ Richard D. Wedel                    
                                    ------------------------------------
                Richard D. Wedel
                                        Chief Executive  Officer and Chairman of
                      the Board of Directors

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-A12G’ Filing	Date	First	Last	Other Filings

Filed on:	12/26/01	5
	12/17/01	2	4	SB-2
	11/14/01	3		NT 10-Q
	10/28/01	3
	8/17/01	3		10QSB
	5/2/01	3
	3/29/01	3		10KSB
	8/10/00	2		10KSB/A
	5/25/00	2	4	10KSB
	10/6/99	2
	9/24/99	2	3	DEF 14A
	5/28/99	4		8-K
	12/3/96	2		10-12G
				List all Filings

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Filing Submission 0000898432-01-500524 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Torque Engineering Corp – ‘8-A12G’ on 12/26/01

On: Wednesday, 12/26/01 · Accession #: 898432-1-500524 · File #: 0-21811

Registration of a Class of Securities — Form 8-AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of a Class of Securities — Form 8-A
Filing Table of Contents