-----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, GGW93SXzNRN2hJDQ79gpEWw5Kk/8JyPyZES0sLaXfMQ8rswrUu4+Uukd7lEdxHWr IDSluh7xj0yEurvPfgupNA== 0000950144-96-008918.txt : 19961209 0000950144-96-008918.hdr.sgml : 19961209 ACCESSION NUMBER: 0000950144-96-008918 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN HYDRAULICS INC CENTRAL INDEX KEY: 0001024795 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 650696969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-21835 FILM NUMBER: 96676889 BUSINESS ADDRESS: STREET 1: 1500 WEST UNIVERSITY PKWY CITY: SARASOTA STATE: FL ZIP: 34243 BUSINESS PHONE: 9413621200 MAIL ADDRESS: STREET 1: 1500 WEST UNIVERSITY PKWY CITY: SARASOTA STATE: FL ZIP: 34243 8-A12G 1 SUN HYDRAULICS INCORPORATED - FORM 8-A 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 SUN HYDRAULICS INCORPORATED - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 59-0696969 - -------------------------------------------------------------------------------- (State of incorporation (IRS Employer or organization) Identification No.) 1500 WEST UNIVERSITY PARKWAY SARASOTA, FLORIDA 34623 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 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 - -------------------------------------------------------------------------------- If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective 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: Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class) -1- 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. This registration statement relates to the registration with the Securities and Exchange Commission of shares of common stock, par value $0.001 per share (the "Common Stock"), of Sun Hydraulics Incorporated, a Delaware corporation (the "Registrant"). The description of the Common Stock to be registered hereunder set forth under the caption "Description of Capital Stock" at page 41 of the Prospectus contained in Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-1, filed with the Securities and Exchange Commission on November 27, 1996 (File No. 333-14183), is incorporated herein by reference. ITEM 2. EXHIBITS. DESCRIPTION 1. Specimen of Certificate representing Registrant's Common Stock. 2.1 Certificate of Incorporation of Registrant, as filed with the Commission as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (filed with the Commission on October 15, 1996), File No. 333-14183, is hereby incorporated herein by this reference. 2.2 Bylaws of Registrant, as filed with the Commission as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (filed with the Commission on October 15, 1996), File No. 333-14183, is hereby incorporated herein by this reference. -2- 3 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 hereunto duly authorized. SUN HYDRAULICS INCORPORATED By: /s/ Clyde G. Nixon ------------------------------- Clyde G. Nixon, President Dated: December 5, 1996 -3- 4 EXHIBIT INDEX Exhibit DESCRIPTION ----------- 1. Specimen of Certificate representing Registrant's Common Stock. 2.1 Certificate of Incorporation of Registrant, as filed with the Commission as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (filed with the Commission on October 15, 1996), File No. 333-14183, is hereby incorporated herein by this reference. 2.2 Bylaws of Registrant, as filed with the Commission as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (filed with the Commission on October 15, 1996), File No. 333-14183, is hereby incorporated herein by this reference. -4- EX-1 2 SPECIMAN OF CERTIFICATE OF COMMON STOCK 1 Exhibit 1 [SUN HYDRAULICS LOGO(R)] SEE REVERSE FOR CERTAIN DEFINITIONS SUN HYDRAULICS INCORPORATED INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 866942 10 5 THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF $.001 PER SHARE OF ---------------------------- ----------------------------- - --------------------------------- SUN HYDRAULICS INCORPORATED ---------------------------------- ---------------------------- -----------------------------
transferable on the book of the Corporation by the holder hereof in person or by duly authorized 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 with the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Corporation. Dated [SEAL] Secretary Chairman 2 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) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants in common Act.......................... (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 OF ASSIGNEE _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________ SHARES OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT _____________________________________________________________________ ATTORNEY 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 TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED 3 COUNTERSIGNED AND REGISTERED: SUNTRUST BANK, ATLANTA ATLANTA, GEORGIA, TRANSFER AGENT AND REGISTRAR By AUTHORIZED SIGNATURE -----END PRIVACY-ENHANCED MESSAGE-----