8-A12G 1 0001.txt 8-A12G 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 PROTOSOURCE CORPORATION ------------------------------------ (Exact Name of Registrant as Specified in its Charter) California 7373 ---------- ---- (State or Other Jurisdiction of (Primary Standard Industrial Incorporation or Organization) Classification Code Number) 2300 Tulare Street, Suite 210, Fresno California 97721 ------------------------------------------------------ (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration registration of a class of securities of a class of securities pursuant to pursuant to Section 12(b) of the Section 12(g) of the Exchange Act Exchange Act and is effective and is effective pursuant to General pursuant to General Instruction Instruction A.(d), check the A.(c), check the following box: [X] following box. [X] Securities Act registration statement file number to which this form relates: 333-45778 --------- (If applicable) 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 Common Stock, no par value per share Boston Stock Exchange ------------------------------------- --------------------- Class B stock purchase warrant Boston Stock Exchange ------------------------------ --------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value per share -------------------------------------------------------------------------------- (Title of class) Class B stock purchase warrant -------------------------------------------------------------------------------- (Title of class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Reference is made to the Company's Registration Statement on Form SB-2 (Registration No.333-45778), and all amendments thereto, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. A description of the Registrant's securities to be registered, as required by Item 202 of Regulation S-K, is incorporated herein by reference to the section entitled "Description of Securities" in the Company's Preliminary Prospectus forming a part of the Company's Registration Statement on Form SB-2, File No.333-45778, and all amendments thereto, filed with the Securities Exchange Commission on February 1, 2001. ITEM 2. EXHIBITS Exhibit Number Description of Document ------ ----------------------- A The "Description of Securities" section of the Preliminary Prospectus forming a part of the Registrant's Registration Statement on Form SB-2, File No. 333-45778, and all amendments thereto, filed on February 1, 2001, is incorporated herein by reference as referred to in Item 1. 1.1 Form of Common Stock Certificate (incorporated by referenced to the Registrant's Registration Statement on Form SB-2, File No. 333-56242). 2.1 Articles of Incorporation, as amended (incorporated by reference to the Registrant's Registration Statement on Form SB-2, File No. 333-45778). 2.2 By-Laws (incorporated by reference to the Registrant's Registration Statement on Form SB-2, File No. 333-45778). 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. PROTOSOURCE CORPORATION ----------------------- Registrant By: /s/ William Conis ------------------------------------ William Conis, President & Chief Executive Officer Date: February 2, 2001