<PAGE>
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
OSMOTICS CORPORATION
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 84-1287070
- - --------------------------------------- -----------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1125 17TH STREET, SUITE 2310
DENVER, COLORADO 80202
- - --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this Form relates to the registration If this Form relates to the registration
of a class of debt securities and is of a class of debt securities and is to
effective upon filing pursuant to General become effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent registration
following box [_] statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box [_] [_]
</TABLE>
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, $.001 PAR VALUE
-----------------------------
(Title of Class)
Page 1 of 4
Exhibit Index is on Page 4
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's common stock set forth under the
caption "Description of Capital Stock" on pages 50 through 52 of Registrant's
Registration Statement on Form SB-2 (File No. 333-5306-D) originally filed with
the Securities and Exchange Commission on July 19, 1996, as amended (the
"Registration Statement"), and in the Prospectus included in the Registration
- - -----------------------
Statement, is hereby incorporated by reference in response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
- - ------- ----------------------------
3.01 Registrant's Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.01 to the Registration Statement).
3.02 Registrant's Bylaws (incorporated herein by reference to Exhibit 3.02
to the Registration Statement).
4.01 Specimen Common Stock Certificate (incorporated herein by reference to
Exhibit 4.01 to the Registration Statement).
99.01 The description of Registrant's capital stock set forth under the
caption "Description of Capital Stock" on pages 50 through 52 of the
Prospectus included in the Registration Statement is incorporated
herein by reference under Item 1 herein.
-2-
<PAGE>
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: June 4, 1997 OSMOTICS CORPORATION
By: /s/ Steven S. Porter
------------------------
Steven S. Porter
President and Chief Executive Officer
-3-
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
Number Exhibit Title or Description Page
------- ---------------------------- -----------
3.01 Registrant's Certificate of Incorporation (incorporated *
herein by reference to Exhibit 3.01 to the Registration
Statement).
3.02 Registrant's Bylaws (incorporated herein by reference to *
Exhibit 3.02 to the Registration Statement).
4.01 Specimen Common Stock Certificate (incorporated herein by *
reference to Exhibit 4.01 to the Registration Statement).
99.01 The description of Registrant's capital stock set forth *
under the caption "Description of Capital Stock" on pages
50 through 52 of the Prospectus included in the
Registration Statement is incorporated herein by reference
under Item 1 herein.
- - ----------------------------
* Filed as an exhibit to or as part of the Registration Statement.
-4-
