-----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, UGxuW8tjJvLryup6yhuVSPDIBRKQyPcp4uyR7ckRZifzEAjDJXJx0ufab5Xb0zXN v7L2ze12FRyt+De3Qm0WjA== 0000940180-96-000497.txt : 19961023 0000940180-96-000497.hdr.sgml : 19961022 ACCESSION NUMBER: 0000940180-96-000497 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961021 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWINLAB CORP CENTRAL INDEX KEY: 0001015868 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-21003 FILM NUMBER: 96645790 BUSINESS ADDRESS: STREET 1: 2120 SMITHTOWN AVE CITY: RONKONKOMA STATE: NY ZIP: 11779 FORMER COMPANY: FORMER CONFORMED NAME: TLG LABORATORIES HOLDING CORP DATE OF NAME CHANGE: 19960603 8-A12G 1 FORM 8-A 12(G) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 TWINLAB CORPORATION (Exact name of registrant as specified in its charter) Delaware 11-3317986 (State of incorporation (IRS Employer Identification Number) or organization) 2120 Smithtown 11779 Ronkonkoma, New York (Zip Code) (Address of Principal Executive Offices) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of each Exchange Title of each class on which each class to be so registered is to be registered ------------------- -------------------- None None If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instructions A.(c)(l), please check the following box [ ]. If this Form relates to the registration of a class of debt securities and is to become effectively simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933, pursuant to General Instruction A.(c)(2), please check the following box [ ]. SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Title of each class to be so registered ------------------- Common Stock, $1.00 par value INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Registrant's securities to be registered is contained under the caption "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1 (Registration No.333-05191) (the "Registration Statement"), initially filed with the Securities and Exchange Commission (the "Commission") on June 4, 1996, as the same may be amended, and incorporated herein by reference. ITEM 2. EXHIBITS. 1. The Registration Statement, initially filed with the Commission on June 4, 1996, as the same may be amended, and incorporated herein by reference. 2. Form of Second Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the registration statement on Form S-4, dated September 18, 1996, filed by Twin Laboratories Inc., Registration No. 333-6781, as the same may be amended and incorporated herein by reference. 3. Form of Amended and Restated By-laws of the Registrant, incorporated by reference to Exhibit 3.5 to Amendment No. 1 to the registration statement on Form S-4, dated September 18, 1996, filed by Twin Laboratories Inc., Registration No. 333-6781, as the same may be amended, and incorporated herein by reference. 4. Specimen Common Stock Certificate, filed herewith. SIGNATURES 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. Date: October 21, 1996 TWINLAB CORPORATION By: /s/ Neil Blechman --------------------------------------- Name: Neil Blechman Title: Executive Vice President and Secretary EX-4 2 EXHIBIT 4 Exhibit 4 NUMBER SHARES TWINLAB CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AUTHORIZED SHARES $1.00 PAR VALUE CUSIP SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT Is The Owner of FULLY PAID AND NON-ASSESSABLE SHARES OF $1.00 PAR VALUE COMMON STOCK OF TWINLAB CORPORATION Transferable only on the books of the Corporation by the holder hereof in person or by attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Corporation. Dated: (SEAL) NEIL BLECHMAN ROSS BLECHMAN EXECUTIVE VICE PRESIDENT AND SECRETARY PRESIDENT COUNTERSIGNED: American Securities Transfer & Trust, Inc. P.O. Box 1596 Denver, Colorado 80201 By _________________________________________________ Transfer Agent & Registrar Authorized Signature TWINLAB CORPORATION The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT-______Custodian_______ TEN ENT -as tenants by the entireties (Cust) (Minor) IT TEN -as joint tenants with rights of under Uniform Gifts to Minors survivorship and not as tenants Act___________________________ in common (State)
Additional abbreviations may also be used though not in the above list. ________________________________________________________________________________ For Value Received, __________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ __________________________________________________________________________Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________________________________________________attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises. Dated _________________ ______________________________________________________ ______________________________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signatures(s) Guaranteed: _________________________________ The signature(s) should be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----