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UNITED STATES
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
XYBERNAUT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 54-1799851
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
12701 FAIR LAKES CIRCLE, SUITE 550 22033
FAIRFAX, VIRGINIA
(Address of principal (Zip Code)
executive offices)
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, $.01 PAR VALUE PER SHARE
(Title of class)
UNITS, CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT
(Title of class)
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
(Title of class)
Reference is made to the description of the terms of the Units, Common Stock
and Warrants prepared pursuant to Item 202 of Regulation S-B, as set forth
beneath the caption "Description of Securities," included as part of Amendment
No. 2 to the Form SB-2 Registration Statement, and related Prospectus,
Registration No. 333-4156, as filed with the Securities and Exchange
Commission, Washington, D.C. 20549, on July 15, 1996.
ITEM 2. EXHIBITS
Reference is made to the description of the Exhibits prepared pursuant to Item
601 of Regulation S-B, as set forth beneath the caption "Exhibits," included as
part of the Form SB-2 Registration Statement, and related Prospectus,
Registration No. 33-3098, as filed with the Securities and Exchange Commission,
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Washington, D.C. 20549, on April 26, 1996 and Amendments No. 1 and 2 thereto
filed respectively on June 25, 1996 and July 15, 1996.
The description of the Exhibits are as follows:
1.1 Form of Underwriting Agreement.
1.3 Form of Selected Dealers Agreement.
3.1 Certificate of Incorporation of the Company.
3.2 Bylaws of the Company.
4.1 Warrant Exercise Fee Agreement.
4.3 Form of Unit Purchase Option between the Company and
the Representative.
4.4 Form of specimen certificate for Units.
4.5 Form of specimen certificate for Common Stock.
4.6 Form of specimen certificate for Warrants.
4.7 Form of Warrant Agreement among the Company,
the Representative, and the Warrant Agent.
24.1 Power of Attorney (included in signature page hereto).
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.
XYBERNAUT CORPORATION
Date: July 15, 1996 By:
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Name: Edward G. Newman
Title: Chief Executive Officer and President
