SABRATEK CORP
8-A12B, 1996-06-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>   1

                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION  12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                            SABRATEK CORPORATION
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


        Delaware                                                 36-3700639
- ----------------------------------------                    --------------------
(State of incorporation or organization)                      (I.R.S. Employer
                                                             Identification No.)


5601 West Howard St.  Niles, IL                                    60714   
- ----------------------------------------                        ------------
(Address of principal executive offices)                         (Zip Code)


If this Form relates to the registration     If this Form relates to the 
of a class of debt securities and is         registration of a class of debt 
effective upon filing pursuant to            securities and is to become 
General Instruction A(c)(1) please           effective simultaneously with the
check the following box. [_]                 effectiveness of a concurrent 
                                             registration statement under the 
                                             Securities Act of 1933 pursuant to 
                                             General Instruction Act A(c)(2) 
                                             please check the following box.
                                             [_]

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:

                   Title of Each Class to be so Registered
                   ---------------------------------------
                         Common Stock, $.01 par value


                        Exhibit Index appears on page 3.
<PAGE>   2

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

         The section entitled "Description of Capital Stock" contained in the
Company's prospectus which is part of Amendment No. 2 to the Registration
Statement on Form S-1 filed by Sabratek Corporation (the "Company") with the
Commission on June 14, 1996 (Registration No. 333-3866) is hereby incorporated
by reference herein.

ITEM 2.  EXHIBITS

I.       The following exhibits to Amendment No. 1 to the Registration
         Statement on Form S-1 filed by the Company with the Commission on May
         30, 1996 are hereby incorporated by reference herein:

                 1.       Certificate of Incorporation of the Company; and

                 2.       By-laws of the Company.

II.(1)   A copy of Amendment No. 2 to the Company's Registration Statement on
         Form S-1 filed with the Commission on June 14, 1996 is hereby
         incorporated by reference herein.


II.(5)   A copy of the Company's specimen stock certificate is attached hereto
         as Exhibit II(5).



                                   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 14, 1996

                                        SABRATEK CORPORATION


                                        By:  /s/ Scott Skooglund
                                           -----------------------
                                           Scott Skooglund
                                           Vice President of Finance
                                           and Assistant Secretary





                                     - 2 -
<PAGE>   3


                                 EXHIBIT INDEX

These exhibits are numbered in accordance with the exhibit numbers assigned in
Item 2 of Form 8-A.

                                                               Sequential
 Exhibit No.    Description                                    Page Number
 -----------    -----------                                    -----------
 I.(1)          Certificate of Incorporation of Sabratek            *
                Corporation
 I.(2)          By-laws of Sabratek Corporation                     *

 II.(1)         Registration Statement on Form S-1                  *

 II.(5)         Specimen Stock Certificate                          4




                          * Incorporated by reference.





                                     - 3 -

<PAGE>   1
<TABLE>
<S><C>
      COMMON STOCK                                                                                          COMMON STOCK
         NUMBER                                           [SABRATEK LOGO]                                      SHARES
      SBTK                     
                                                          

INCORPORATED UNDER THE LAWS                                                                          SEE REVERSE FOR STATEMENTS
 OF THE STATE OF DELAWARE                                                                         RELATING TO RIGHTS, PREFERENCES,
                                                                                                PRIVILEGES AND RESTRICTIONS, IF ANY
                                                                                                          CUSIP 78571U 10 8
     This Certifies that







     is the record holder of

                              FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF

                                                        SABRATEK CORPORATION

     transferable on the books of the Corporation in person or by duly authorized attorney on surrender of this Certificate properly
     endorsed.  This Certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar.

          WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

          Dated:

                                                          [SABRATEK SEAL]

                  Doron C. Levitas                                                                  K. Shan Padda
            VICE-CHAIRMAN AND SECRETARY                                                               CHAIRMAN  


                                                                                        COUNTERSIGNED AND REGISTERED:
                                                                                                LASALLE NATIONAL TRUST, N.A.
                                                                                                        TRANSFER AGENT AND REGISTRAR

                                                                                        BY:
                                                                                                                AUTHORIZED SIGNATURE


     The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations,
preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series
thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Such requests shall be made to the
Corporation's Secretary at the principal office of the Corporation.

     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:

     TEN COM -- as tenants in common                                    UNIF GIFT MIN ACT -- ____________Custodian__________________
     TEN ENT -- as tenants by the entireties                                                    (Cust)                  (Minor)
     JT TEN  -- as joint tenants with right of                                               under Uniform Gifts to Minors
                survivorship and not as tenants                                              Act____________________________________
                in common                                                                                  (State)
                                                                        UNIF TRF MIN ACT  -- ____________Custodian (until age _____)
                                                                                                (Cust)
                                                                                             _______________ under Uniform Transfers
                                                                                                 (Minor)
                                                                                             to Minors Act _________________________
                                                                                                                   (State)

                              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
      IDENTIFYING NUMBER OF ASSIGNEE
 ________________________________________
|                                        |
|________________________________________|

____________________________________________________________________________________________________________________________________
                           (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
____________________________________________________________________________________________________________________________________

____________________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
____________________________________________________________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated _________________________________________________

                                                        X __________________________________________________________________________

                                                        X __________________________________________________________________________
                                                          THE SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS 
                                                 NOTICE:  WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                                                          ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed




By ____________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE 
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 1745-16.



   AMERICAN BANK NOTE COMPANY           MAY 24, 1996
   3504 ATLANTIC AVENUE
   SUITE 12                               044239bk
   LONG BEACH, CA  90807
   (310) 989-2333
   (FAX) (310) 426-7450                     NEW
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