-----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, E+HJVbY+zXjpcYGBvtTdbmwyKLpBShg2/CXJzamQbsCsY9whCyuQ53XYDaHJmLkV 6q5oiPZpct/Mr+NGC9wuUQ== 0001012870-97-000850.txt : 19970501 0001012870-97-000850.hdr.sgml : 19970501 ACCESSION NUMBER: 0001012870-97-000850 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISONICS CORP CENTRAL INDEX KEY: 0001023966 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 770338561 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-21607 FILM NUMBER: 97591697 BUSINESS ADDRESS: STREET 1: 4010 MOORPACK AVENUE STREET 2: SUITE 119 CITY: SAN JOSE STATE: CA ZIP: 95117 BUSINESS PHONE: 4082600155 MAIL ADDRESS: STREET 1: 4010 MOORPACK AVENUE STREET 2: SUITE 119 CITY: SAN JOSE STATE: CA ZIP: 95117 8-A12G 1 FORM 8-A 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 l934 ISONICS CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) CALIFORNIA 77-0338561 - ----------------------------- ----------------------------------- (State of incorporation or (I.R.S. Employer Identification No.) organization) 4010 MOORPARK AVENUE, STE. 119 SAN JOSE, CA 95117 - ------------------------------ ------- (Address of principal (Zip Code) executive offices) If this Form relates to the If this Form relates to the registration registration of a class of of a class of debt securities and is to debt securities and is become effective simultaneously with the effective upon filing effectiveness of a concurrent registration pursuant to General statement under the Securities Act of 1933 Instruction A(c)(1) please pursuant to General Instruction A(c)(2) check the following please check the following box [_] box. [_] Securities to be registered pursuant to Section 12(b) of the Act: NONE. Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE -------------------------- (Title of Class) REDEEMABLE COMMON STOCK PURCHASE WARRANTS ----------------------------------------- (Title of Class) Page 1 of 4 Exhibit Index is on Page 4 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the Registrant's common stock and redeemable common stock purchase warrants set forth under the caption "Description of Capital Stock" on pages 48 through 52 of Registrant's Registration Statement on Form SB- 2 (File No. 333-13289) as originally filed with the Securities and Exchange Commission (the "Commission") on October 2, 1996 and as most recently amended on ---------- April 21, 1997 (the "Registration Statement"), and in the Prospectus to be filed ---------------------- with the Commission under Rule 424(b) related to the Registration Statement, is incorporated by reference in response to this item. ITEM 2. EXHIBITS. The following exhibits are filed herewith, each incorporated herein by reference from the Registration Statement: Exhibit Number Exhibit Title or Description - ------- ---------------------------- 1.01 Form of Underwriting Agreement (incorporated by reference to Exhibit 1.01 to the Registration Statement). 3.01 Registrant's Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.01 to the Registration Statement). 3.02 Registrant's Bylaws (incorporated by reference to Exhibit 3.02 to the Registration Statement). 3.03 Registrant's Amended and Restated Articles of Incorporation, to be in effect at the closing of this offering (incorporated by reference to Exhibit 3.03 to the Registration Statement). 4.01 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Registration Statement). 4.02 Representative's Warrant Agreement (incorporated by reference to Exhibit 4.02 to the Registration Statement). 4.03 Warrant Agreement between the Registrant and Continental Stock Transfer & Trust Company and National Securities Corporation (incorporated by reference to Exhibit 4.03 to the Registration Statement). 4.04 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.04 to the Registration Statement). 10.10 Warrant Agreement dated as of September 27, 1996 by and among Registrant and certain investors (incorporated by reference to Exhibit 10.10 to the Registration Statement). 10.11 Registration Rights Agreement dated as of September 27, 1996 by and among Registrant and certain investors (incorporated by reference to Exhibit 10.11 to the Registration Statement). 99.01 The description of Registrant's securities set forth under the caption "Description of Capital Stock" in the Prospectus included in the Registration Statement is incorporated herein by reference under item 1. -2- 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. Dated: April 30, 1997 ISONICS CORPORATION By:/s/ Paul Catuna ------------------------- Paul J. Catuna Chief Financial Officer -3- INDEX TO EXHIBITS ----------------- Exhibit Sequentially Number Exhibit Title or Description Numbered Page - ------- ---------------------------- ------------- 1.01 Form of Underwriting * Agreement (incorporated by reference to Exhibit 1.01 to the Registration Statement). 3.01 Registrant's Amended and * Restated Articles of Incorporation (incorporated by reference to Exhibit 3.01 to the Registration Statement). 3.02 Registrant's Bylaws * (incorporated by reference to Exhibit 3.02 to the Registration Statement). 3.03 Registrant's Amended and * Restated Articles of Incorporation, to be in effect at the closing of this offering (incorporated by reference to Exhibit 3.03 to the Registration Statement) 4.01 Specimen Common Stock * Certificate (incorporated by reference to Exhibit 4.01 to the Registration Statement). 4.02 Representative's Warrant * Agreement (incorporated by reference to Exhibit 4.02 to the Registration Statement). 4.03 Warrant Agreement * between the Registrant and Continental Stock Transfer & Trust Company and National Securities Corporation (incorporated by reference to Exhibit 4.03 to the Registration Statement). 4.04 Specimen Warrant * Certificate (incorporated by reference to Exhibit 4.04 to the Registration Statement). 10.10 Warrant Agreement dated * as of September 27, 1996 by and among Registrant and certain investors (incorporated by reference to Exhibit 10.10 to the Registration Statement). 10.11 Registration Rights * Agreement dated as of September 27, 1996 by and among Registrant and certain investors (incorporated by reference to Exhibit 10.11 to the Registration Statement). 99.01 The description of * Registrant's securities set forth under the caption "Description of Capital Stock" in the Prospectus included in the Registration Statement is incorporated herein by reference under item 1. *Filed or to be filed by amendments as an exhibit to or as part of the Registration Statement. -4- -----END PRIVACY-ENHANCED MESSAGE-----