<PAGE> 1
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
CERION TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0485458
--------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1401 Interstate Drive, Champaign, Illinois 61821-1090
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become effective
pursuant to General effectiveness of a concurrent
Instruction A(c)(1) please check the effectiveness of a current
following box. / / registration 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:
Title of each class of Name of each exchange on which
securities to be registered each class is to be registered
--------------------------- ------------------------------
None.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value
----------------------------
(Title of Class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
----------------------------------------------
Item 1. Description of Registrant's Securities to be Registered
----------------------------------------------------------------
The information required by Item 202 of Regulation S-K is included under
the heading "Description of Capital Stock" in the form of prospectus included in
the Company's Registration Statement on Form S-1, initially filed with the
Securities and Exchange Commission on the same date as this Form 8-A, including
any form of the prospectus contained therein subsequently filed by the Company
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Registration Statement"), which shall be deemed to be and is hereby
incorporated herein by reference.
Item 2. Exhibits
-----------------
1. The Amended and Restated Certificate of Incorporation of the Company
is incorporated herein by reference to Exhibit 3.1 to the Registration
Statement.
2. The Amended and Restated By-Laws of the Company are incorporated
herein by reference to Exhibit 3.2 to the Registration Statement.
3. A specimen copy of the certificate representing shares of the
Company's Common Stock is incorporated herein by reference to Exhibit 4.1 to the
Registration Statement.
<PAGE> 3
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.
CERION TECHNOLOGIES INC.
By: /s/ Daniel F. Lyman
-----------------------------------
Name: Daniel F. Lyman
Title: Secretary
DATED: May 20, 1996