8-A12G 1 x0723-8a.txt ===================================================================== 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 MOLECULAR DIAGNOSTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 36-4296006 -------- ---------- (State of Incorporation (I.R.S. Employer or Organization) Identification Number) 414 North Orleans Street, Suite 510 Chicago, Illinois 60610 ------------------------------- ---------- (Address of principal (Zip Code) executive offices) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and 12(g) of the Exchange Act and is effective upon filing is effective pursuant to pursuant to General Instruction General Instruction A(d) A(c) please check the following please check the following box. [_] box.[ X ] SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class to be so Name of Each Exchange on Which Registered Each Class is to be Registered ---------------------------- ------------------------------ None None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Common Stock, $0.001 par value Over-the-Counter Bulletin Board ===================================================================== ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Molecular Diagnostics, Inc. (the "Registrant") is registering on this Form 8-A its common stock, par value $0.001 per share ("Common Stock"). A description of the Common Stock is contained in the prospectus included in the Registrant's Registration Statement on Form S-2, as amended, (Registration No. 333-83578) under the caption "Description of Capital Stock - Common Stock," which description is incorporated herein by reference. ITEM 2. EXHIBITS 3.1 Restated Articles of Incorporation. (Incorporated herein by on Form 10-K for the fiscal year ended December 31, 1988.) 3.2 Bylaws. (Incorporated herein by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1989.) 3.3 Certificate of Incorporation, as amended. (Incorporated herein by reference to Appendix D to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on April 30, 1999.) 3.4 By-laws. (Incorporated herein by reference to Appendix E to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on April 30, 1999.) 3.5 Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock. (Incorporated herein by reference to Exhibit 3.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.) 3.6 Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock Corporation. (Incorporated herein by reference to Exhibit 3.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.) 3.7 Certificate of Incorporation, as amended. (Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated September 26, 2001.) 3.8 Section 6 of Article VII of the By-laws as amended. (Incorporated herein by reference to Exhibit 3.3 to the Registrant's S-4 Registration Statement, File No. 333- 61666, filed August 24, 2001.) 3.9 Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock. (Incorporated herein by reference to Exhibit 3.4 to the Registrant's S-2 Registration Statement, File No. 333-83578 filed February 28, 2002.) 3.10 Certificate of Amendment of Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock. (Incorporated herein by reference to Exhibit 3.5 to the Registrant's S-2 Registration Statement, File No. 333- 83578 filed February 28, 2002.) 3.11 Certificate of Amendment of Amended Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock. (Incorporated herein by reference to Exhibit 3.6 to the Registrant's S-2 Registration Statement, File No. 333-83578 filed February 28, 2002.) 3.12 Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock. (Incorporated herein by reference to Exhibit 3.7 to the Registrant's S-2 Registration Statement, File No. 333-83578 filed February 28, 2002.) 3.13 Certificate of Designation, Preferences and Rights of Series E Convertible Preferred Stock. (Incorporated herein by reference to Exhibit 3.8 to the Registrant's S-2 Registration Statement, File No. 333-83578 filed February 28, 2002.) 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. MOLECULAR DIAGNOSTICS, INC. By: /s/ PETER P. GOMBRICH ------------------------- Peter P. Gombrich Chief Executive Officer and acting Secretary July 23, 2002