SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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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
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 83-0317306
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(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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.00001
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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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.
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THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION STATEMENT:
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EXHIBIT
NO. DESCRIPTION LOCATION
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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
EXHIBIT
NO. DESCRIPTION LOCATION
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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
EXHIBIT
NO. DESCRIPTION LOCATION
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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
SIGNATURE
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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
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Richard D. Wedel
Chief Executive Officer and Chairman of
the Board of Directors