THERMACELL TECHNOLOGIES INC
8-A12G, 1996-08-28
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS
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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 (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

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                         THERMACELL TECHNOLOGIES, INC.
               (Exact name of Registrant as specified in charter)

           Florida                                         59-3223708
   (State of Incorporation)                 (I.R.S. Employer Identification No.)


8306 Laurel Fair Circle, Suite 240, Tampa, Florida                 33610
    (Address of principal executive officers)                    (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



SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                    Common Stock, $.0001 par value per share
                                (Title of Class)


               Series A Redeemable Common Stock Purchase Warrants
                                (Title of Class)


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                INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        The securities to be registered are the Registrant's Common Stock,
$.0001 par value per share and Series A Redeemable Common Stock Purchase
Warrants.  Such securities are described under the caption "Description of
Securities" in the Prospectus filed as part of the Registrant's Registration
Statement on Form SB-2 (File No. 333-4864-1).  Such description is hereby
incorporated herein by reference as permitted by Rule 12b-23.

ITEM 2. EXHIBITS

        The following exhibits are filed, or incorporated by reference, as part
of this Registration Statement:

        1.*     Registration Statement on Form SB-2 (File No. 333-4864-1) filed
                August 23, 1996 (the "Registration Statement").

        2.*     Certificate of Incorporation of the Registrant.  Filed as
                Exhibits 3.1, 3.1(a) and 3.11(b) to the Registration Statement.

        3.*     Bylaws of the Registrant.  Filed as Exhibits 3.1 and 3.2 to the
                Registration Statement.

        4.*     Specimen certificate of Common Stock to be registered hereunder.
                Filed as Exhibit 4.1 to the Registration Statement.

        5.*     Specimen certificate of Series A Warrant to be registered
                hereunder.  Filed as Exhibit 4.2 to the Registration Statement.

        6.*     Form of Warrant Agreement covering Series A Warrants.  Filed as
                Exhibit 4.3 to the Registration Statement.


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*Incorporated by reference as permitted by Rule 12b-32.

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                                   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.


                                   THERMACELL TECHNOLOGIES, INC.



     August 27, 1996            By: /s/ John Pidorenko
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     Date                          John Pidorenko, Chief Executive Officer




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