8-A12G 1 npfomr8a.txt NATIONAL PATENT DEVELOPMENT CORPORATION FORM 8-A DATED NOVEMBER 8, 2004 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 National Patent Development Corporation (Exact name of registrant as specified in its charter) Delaware 13-4005439 ------------------------------------ ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 777 Westchester Avenue White Plains, NY 10604 ----------------------------------- -------------------------------------- (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 securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |X| Securities Act registration statement file number to which this Form relates: 333-118568 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value per share (Title of class) Item 1. Description of Registrant's Securities to be Registered The description of the common stock, par value $.01 per share, of the Registrant to be registered hereunder is set forth under the caption "Description of Capital Stock - Common Stock" contained in the prospectus constituting Part I of the Registrant's Registration Statement on Form S-1 (File No. 333-118568), initially filed with the Securities and Exchange Commission on August 26, 2004, as amended from time to time, and is hereby incorporated by reference in answer to this item. Item 2. Exhibits The documents listed below are filed as exhibits to this Registration Statement. Exhibit No. Description 3.1 Form of Amended and Restated Certificate of Incorporation of National Patent Development Corporation. (Incorporated herein by reference to Exhibit 3.1 of Registrant's Registration Statement on Form S-1, filed on August 26, 2004.) 3.2 Amended and Restated Bylaws of National Patent Development Corporation. (Incorporated herein by reference to Exhibit 3.2 of Registrant's Registration Statement on Form S-1, filed on August 26, 2004.) 4.1 Form of certificate representing shares of common stock, par value $0.01 per share, of National Patent Development Corporation. (Incorporated herein by reference to Exhibit 4.1 of Registrant's Registration Statement on Form S-1, filed on August 26, 2004.) 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. NATIONAL PATENT DEVELOPMENT CORPORATION Andrea D. Kantor Vice President and General Counsel Dated: November 8, 2004 EXHIBIT INDEX Exhibit No. Description 3.1 Form of Amended and Restated Certificate of Incorporation of National Patent Development Corporation. (Incorporated herein by reference to Exhibit 3.1 of Registrant's Registration Statement on Form S-1, filed on August 26, 2004.) 3.2 Amended and Restated Bylaws of National Patent Development Corporation. (Incorporated herein by reference to Exhibit 3.2 of Registrant's Registration Statement on Form S-1, filed on August 26, 2004.) 4.1 Form of certificate representing shares of common stock, par value $0.01 per share, of National Patent Development Corporation. (Incorporated herein by reference to Exhibit 4.1 of Registrant's Registration Statement on Form S-1, filed on August 26, 2004.)