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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 (THE "EXCHANGE ACT")
SWISSRAY INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 16-0950197
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
200 EAST 32ND STREET, SUITE 34-B, NEW YORK, NY 10016
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. / / please check the following box. /X/
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Securities Act registration statement 333-38229
file number to which this form relates: --------------------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
NONE INAPPLICABLE
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Securities to be registered pursuant to Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Stock to be registered herewith is set
forth under the caption "Description of Capital Stock" in the Registrant's
Registration Statement on Form S-1 (Registration No. 333-38229), as filed with
the Securities and Exchange Commission on October 20, 1997 pursuant to the
Securities Act of 1933, as amended (the "Securities Act") and as amended by
Amendment No. 1 thereto on December 17, 1997 (the "Registration Statement").
Such description is incorporated by reference in response to this item. If the
Registrant subsequently files a form of prospectus pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, containing a description of the Common
Stock, such prospectus shall be deemed to be incorporated by reference into this
Registration Statement.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
Exhibit No. Exhibit Description
(1) Form of Common Stock certificate of the Company
(2) Certificate of Incorporation of the Company, as amended
(Incorporated by reference to the Registrant's
Registration Statement on Form 10SB, effective February
14, 1996 and the Registrant's Annual Report for the fiscal
year ended June 30, 1997 on Form 10-KSB, filed September
30, 1997)
(3) By-Laws of the Company (Incorporated by reference to the
Registrant's Registration Statement on Form 10SB,
effective February 14, 1996)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
SWISSRAY INTERNATIONAL, INC.
Date: December 17, 1997 By: /s/ Ruedi G. Laupper
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Name: Ruedi G. Laupper
Title: Chairman of the Board, Chief Executive
Officer and President
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EXHIBIT INDEX
Exhibit No. Exhibit Description
(1) Form of Common Stock certificate of the Company
(2) Certificate of Incorporation of the Company, as amended
(Incorporated by reference to the Registrant's
Registration Statement on Form 10SB, effective February
14, 1996 and the Registrant's Annual Report for the fiscal
year ended June 30, 1997 on Form 10-KSB, filed September
30, 1997)
(3) By-Laws of the Company (Incorporated by reference to the
Registrant's Registration Statement on Form 10SB,
effective February 14, 1996)
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Exhibit No. 3
NUMBER SHARES
SR 0866 SPECIMEN
SWISSRAY INTERNATIONAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
COMMON STOCK CUSIP 871016 10 1
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
SPECIMEN
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK,
$.01 PAR VALUE PER SHARE, OF
SWISSRAY INTERNATIONAL, INC.
(herein called the "Corporation"), transferable on the books of the Corporation
by the holder hereof in person or by duly authorized attorney upon the surrender
of this certificate properly endorsed. This Certificate is not valid unless
countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
[SWISSRAY International Dated:
Inc. CORPORATE SEAL]
1968
New York
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Secretary President
Countersigned:
By CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(NEW YORK, NY)
Transfer Agent
By
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Authorized Officer
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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:
UNIF GIFT MIN ACT-- ____________Custodian______________
(Cust) (Minor)
under Uniform Gifts to Minors
Act ___________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
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 SPECIMEN
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
Please print or typewrite name and address including postal zip code of
assignee
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint________________________________________________________________________
_______________________________________________________________________________
Attorney to transfer the said shares on the books of the within-named Company
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.
