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Kronos Advanced Technologies Inc – ‘8-A12G’ on 10/31/01

On:  Wednesday, 10/31/01   ·   Accession #:  898432-1-500406   ·   File #:  0-30191

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

10/31/01  Kronos Advanced Technologies Inc  8-A12G                 1:17K                                    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 -- form8a        6     38K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Description of Registrant's Securities to Be Registered
"Item 2. Exhibits
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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 TSET, INC. (Exact Name of Registrant as Specified in its Charter) NEVADA 87-0440410 ------ ---------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 14523 WESTLAKE DRIVE LAKE OSWEGO, OREGON 97034 (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 registration of a class of securities securities pursuant to Section 12(b) pursuant to Section 12(g) of the of the Exchange Act and is effective Exchange Act and is effective pursuant pursuant to General Instruction to General Instruction A.(d), please A.(c), please check the following check the following box. [ X ] box. [ ] Securities Act registration statement file number to which this form relates: 333-67028 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 $0.001
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. ------------------------------------------------------- This information is incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-044010), filed with the Securities and Exchange Commission on August 7, 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 Articles of Merger for Technology Incorporated by reference to Selection, Inc. with the Nevada Exhibit 2.1 to the Registrant's Secretary of State Registration Statement on Form S-1 filed on August 7, 2001 (the "Registration Statement") 3.1 Articles of Incorporation Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on August 7, 2001 3.2 Bylaws Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on August 7, 2001 5.1 Opinion re: Legality Incorporated by reference to Exhibit 5.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed on October 19, 2001 10.1 Employment Agreement, dated April Incorporated by reference to 16, 1999, by and between TSET, Exhibit 10.1 to the Registration Inc. and Jeffrey D. Wilson Statement on Form S-1 filed on August 7, 2001 10.2 Deal Outline, dated December 9, Incorporated by reference to 1999, by and between TSET, Inc. Exhibit 10.2 to the Registration and Atomic Soccer, USA, Ltd. Statement on Form S-1 filed on August 7, 2001 10.3 Letter of Intent, dated December Incorporated by reference to 27, 1999, by and between TSET, Exhibit 10.3 to the Registration Inc. and Electron Wind Statement on Form S-1 filed on Technologies, Inc. August 7, 2001 10.4 Agreement, dated February 5, 2000, Incorporated by reference to by and between DiAural, LLC and Exhibit 10.4 to the Registration EdgeAudio, LLC Statement on Form S-1 filed on August 7, 2001 10.5 Stock Purchase Agreement, dated Incorporated by reference to March 6, 2000, by and among TSET, Exhibit 10.5 to the Registration Inc., Atomic Soccer USA, Ltd., Statement on Form S-1 filed on Todd P. Ragsdale, James Eric August 7, 2001 Anderson, Jewel Anderson, Timothy Beglinger and Atomic Millennium Partners, LLC 10.6 Acquisition Agreement, dated March Incorporated by reference to 13, 2000, by and among TSET, Inc., Exhibit 10.6 to the Registration High Voltage Integrated, LLC, Statement on Form S-1 filed on Ingrid Fuhriman, Igor August 7, 2001 Krichtafovitch, Robert L. Fuhriman and Alan Thompson 10.7 Letter of Intent, dated April 18, Incorporated by reference to 2000, by and between TSET, Inc. Exhibit 10.7 to the Registration and EdgeAudio.com, Inc. Statement on Form S-1 filed on August 7, 2001 10.8 Lease Agreement, dated May 3, Incorporated by reference to 2000, by and between Kronos Air Exhibit 10.8 to the Registration Technologies, Inc. and TIAA Statement on Form S-1 filed on Realty, Inc. August 7, 2001
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EXHIBIT NO. DESCRIPTION LOCATION -------- ----------------------------------- -------------------------------- 10.9 Agreement and Plan of Incorporated by reference to Reorganization, dated May 4, 2000, Exhibit 10.9 to the Registration by and among TSET, Inc., Statement on Form S-1 filed on EdgeAudio.com, Inc., LYNK August 7, 2001 Enterprises, Inc., Robert Lightman, J. David Hogan, Eric Alexander and Eterna Internacional, S.A. de C.V. 10.10 Letter Agreement, dated May 4, Incorporated by reference to 2000, by and between TSET, Inc. Exhibit 10.10 to the Registration and Cancer Detection Statement on Form S-1 filed on International, LLC August 7, 2001 10.11 Employment Agreement, dated May Incorporated by reference to 19, 2000, by and between TSET, Exhibit 10.11 to the Registration Inc. and Richard A. Papworth Statement on Form S-1 filed on August 7, 2001 10.12 Finders Agreement, dated August Incorporated by reference to 21, 2000, by and among TSET, Inc., Exhibit 10.12 to the Registration Richard F. Tusing and Daniel R. Statement on Form S-1 filed on Dwight August 7, 2001 10.13 Contract Services Agreement, dated Incorporated by reference to June 27, 2000, by and between Exhibit 10.13 to the Registration Chinook Technologies, Inc. and Statement on Form S-1 filed on Kronos Air Technologies, Inc. August 7, 2001 10.14 Letter of Intent, dated July 17, Incorporated by reference to 2000, by and between Kronos Air Exhibit 10.14 to the Registration Technologies, Inc. and Polus Statement on Form S-1 filed on Technologies, Inc. August 7, 2001 10.15 Consulting Agreement, dated August Incorporated by reference to 1, 2000, by and among TSET, Inc., Exhibit 10.15 to the Registration Richard F. Tusing and Daniel R. Statement on Form S-1 filed on Dwight August 7, 2001 10.16 Preferred Stock Purchase Incorporated by reference to Agreement, dated September 12, Exhibit 10.16 to the Registration 2000, by and between Statement on Form S-1 filed on EdgeAudio.com, Inc. and Bryan August 7, 2001 Holbrook 10.17 Shareholders Agreement, dated Incorporated by reference to September 12, 2000, by and among Exhibit 10.17 to the Registration TSET, Inc., Bryan Holbrook and Statement on Form S-1 filed on EdgeAudio.com, Inc. August 7, 2001 10.18 Amendment to Agreement and Plan of Incorporated by reference to Reorganization dated September 12, Exhibit 10.18 to the Registration 2000, by and among TSET, Inc., Statement on Form S-1 filed on EdgeAudio.com, Inc., LYNK August 7, 2001 Enterprises, Inc., Robert Lightman, J. David Hogan, Eric Alexander and Eterna Internacional, S.A. de C.V. 10.19 Agreement Regarding Sale of Incorporated by reference to Preferred Stock, dated November 1, Exhibit 10.19 to the Registration 2000, by and between Statement on Form S-1 filed on EdgeAudio.com, Inc. and Bryan August 7, 2001 Holbrook 10.20 Amendment to Subcontract, dated Incorporated by reference to December 14, 2000, by and between Exhibit 10.20 to the Registration Bath Iron Works and High Voltage Statement on Form S-1 filed on Integrated August 7, 2001 10.21 Consulting Agreement, dated Incorporated by reference to January 1, 2001, by and between Exhibit 10.21 to the Registration TSET, Inc. and Dwight, Tusing & Statement on Form S-1 filed on Associates August 7, 2001 10.22 Employment Agreement, dated March Incorporated by reference to 18, 2001, by and between TSET, Exhibit 10.22 to the Registration Inc. and Alex Chriss Statement on Form S-1 filed on August 7, 2001 10.23 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.23 to the Registration TSET, Inc. and Jeffrey D. Wilson Statement on Form S-1 filed on August 7, 2001
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EXHIBIT NO. DESCRIPTION LOCATION -------- ----------------------------------- -------------------------------- 10.24 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.24 to the Registration TSET, Inc. and Jeffrey D. Wilson Exhibit 10.24 to the Registration Statement on Form S-1 filed on August 7, 2001 10.25 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.25 to the Registration TSET, Inc. and Daniel R. Dwight Statement on Form S-1 filed on August 7, 2001 10.26 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.26 to the Registration TSET, Inc. and Richard F. Tusing Statement on Form S-1 filed on August 7, 2001 10.27 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.27 to the Registration TSET, Inc. and Charles D. Strang Statement on Form S-1 filed on August 7, 2001 10.28 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.28 to the Registration TSET, Inc. and Richard A. Papworth Statement on Form S-1 filed on August 7, 2001 10.29 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.29 to the Registration TSET, Inc. and Richard A. Papworth Statement on Form S-1 filed on August 7, 2001 10.30 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.30 to the Registration TSET, Inc. and Erik W. Black Statement on Form S-1 filed on August 7, 2001 10.31 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.31 to the Registration TSET, Inc. and J. Alexander Chriss Statement on Form S-1 filed on August 7, 2001 10.32 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.32 to the Registration TSET, Inc. and Charles H. Statement on Form S-1 filed on Wellington August 7, 2001 10.33 Stock Option Agreement, dated Incorporated by reference to April 9, 2001, by and between Exhibit 10.33 to the Registration TSET, Inc. and Igor Krichtafovitch Statement on Form S-1 filed on August 7, 2001 10.34 Letter Agreement, dated April 10, Incorporated by reference to 2001, by and between TSET, Inc. Exhibit 10.34 to the Registration and Richard A. Papworth Statement on Form S-1 filed on August 7, 2001 10.35 Letter Agreement, dated April 12, Incorporated by reference to 2001, by and between TSET, Inc. Exhibit 10.35 to the Registration and Daniel R. Dwight and Richard Statement on Form S-1 filed on F. Tusing August 7, 2001 10.36 Finders Agreement, dated April 20, Incorporated by reference to 2001, by and between TSET, Inc. Exhibit 10.36 to the Registration and Bernard Aronson, d/b/a Bolivar Statement on Form S-1 filed on International Inc. August 7, 2001 10.37 Indemnification Agreement, dated Incorporated by reference to May 1, 2001, by and between TSET, Exhibit 10.37 to the Registration Inc. and Jeffrey D. Wilson Statement on Form S-1 filed on August 7, 2001 10.38 Indemnification Agreement, dated Incorporated by reference to May 1, 2001, by and between TSET, Exhibit 10.38 to the Registration Inc. and Daniel R. Dwight Statement on Form S-1 filed on August 7, 2001 10.39 Indemnification Agreement, dated Incorporated by reference to May 1, 2001, by and between TSET, Exhibit 10.39 to the Registration Inc. and Richard F. Tusing Statement on Form S-1 filed on August 7, 2001
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EXHIBIT NO. DESCRIPTION LOCATION -------- ----------------------------------- -------------------------------- 10.40 Indemnification Agreement, dated Incorporated by reference to May 1, 2001, by and between TSET, Exhibit 10.40 to the Registration Inc. and Charles D. Strang Statement on Form S-1 filed on August 7, 2001 10.41 Indemnification Agreement, dated Incorporated by reference to May 1, 2001, by and between TSET, Exhibit 10.41 to the Registration Inc. and Richard A. Papworth Statement on Form S-1 filed on August 7, 2001 10.42 Indemnification Agreement, dated Incorporated by reference to May 1, 2001, by and between TSET, Exhibit 10.42 to the Registration Inc. and Erik W. Black Statement on Form S-1 filed on August 7, 2001 10.43 Stock Option Agreement, dated May Incorporated by reference to 3, 2001, by and between TSET, Inc. Exhibit 10.43 to the Registration and Jeffrey D. Wilson Statement on Form S-1 filed on August 7, 2001 10.44 Common Stock Purchase Agreement, Incorporated by reference to dated June 19, 2001, by and Exhibit 10.44 to the Registration between TSET, Inc. and Fusion Statement on Form S-1 filed on Capital Fund II, LLC August 7, 2001 10.45 Registration Rights Agreement, Incorporated by reference to dated June 19, 2001, by and Exhibit 10.45 to the Registration between TSET, Inc. and Fusion Statement on Form S-1 filed on Capital Fund II, LLC August 7, 2001 10.46 Mutual Release and Settlement Incorporated by reference to Agreement, dated July 7, 2001, by Exhibit 10.46 to the Registration and between TSET, Inc. and Foster Statement on Form S-1 filed on & Price Ltd. August 7, 2001 10.47 Letter Agreement, dated July 9, Incorporated by reference to 2001, by and between TSET, Inc. Exhibit 10.47 to the Registration and The Eagle Rock Group, LLC Statement on Form S-1 filed on August 7, 2001 10.48 Finders Agreement, dated July 17, Incorporated by reference to 2001, by and between TSET, Inc. Exhibit 10.48 to the Registration and John S. Bowles Statement on Form S-1 filed on August 7, 2001 10.49 Warrant Agreement, dated July 16, Incorporated by reference to 2001, by and between TSET, Inc. Exhibit 10.49 to the Registration and The Eagle Rock Group, LLC Statement on Form S-1 filed on August 7, 2001 10.50 Agreement and Release, dated Incorporated by reference to October 10, 2001, by and between Exhibit 10.50 to the Registrant's TSET, Inc. and Jeffrey D. Wilson Form 10-K for the year ended June 30, 2001 filed on October 15, 2001 10.51 Promissory Note dated October 10, Incorporated by reference to 2001 payable to Mr. Jeffrey D. Exhibit 10.51 to the Registrant's Wilson Form 10-K for the year ended June 30, 2001 filed on October 15, 2001 10.52 Consulting Agreement, dated Incorporated by reference to October 10, 2001, by and between Exhibit 10.52 to the Registrant's TSET, Inc. and Jeffrey D. Wilson Form 10-K for the year ended June 30, 2001 filed on October 15, 2001
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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. TSET, INC. October 31, 2001 By: /s/ Daniel R. Dwight ------------------------------- Daniel R. Dwight President and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

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