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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
APPLIED ANALYTICAL INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 04-2687849
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
5051 New Centre Drive
Wilmington, North Carolina 28403
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(Address of Principal Executive Offices) (Zip Code)
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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 securities and is to become effective
filing pursuant to General Instruction simultaneously with the effectiveness
A(c)(1) please check the following of a concurrent registration statement
box. [ ] under the Securities Act of 1933
pursuant to General Instruction
A(c)(2) please check the following
box. [ ]
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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
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock ($.001 par value)
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
"Description of Capital Stock" contained on page 54 of the Prospectus
filed as part of the Registration Statement on Form S-1 (Registration Statement
No. 333-5535) with the Securities and Exchange Commission, which Registration
Statement will be declared effective concurrently with this Form 8-A, is hereby
incorporated by reference.
Item 2. Exhibits
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Exhibit Number Description of Exhibit
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1 Specimen Certificate for shares of common stock, $.001 par
value, of the registrant.
2 Form of Restated Certificate of Incorporation of the
Registrant, Form of Restated By-laws of the Registrant and
other documents defining the rights of holders of the
securities registered hereby are incorporated by reference to
Exhibits 3.1, 3.2, 4.1 and 4.2 of the Registrant's Registration
Statement on Form S-1 (Registration Statement No. 333-5535).
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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.
APPLIED ANALYTICAL INDUSTRIES, INC.
By: /s/ R. FORREST WALDON
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R. Forrest Waldon
Vice President, General Counsel
and Secretary
Date: August 12, 1996
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EXHIBIT INDEX
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Exhibit Number Description of Exhibit Page Number
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1 Specimen Certificate for shares of common stock, 4
$.001 par value, of the Registrant
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Exhibit 1
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[FACE OF CERTIFICATE]
[AAI logo]
Number Shares
DE
APPLIED ANALYTICAL INDUSTRIES, INC.
COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS
PAR VALUE $.001 PER SHARE AND RESTRICTIONS ON TRANSFER, IF ANY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 037939 10 5
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Applied Analytical Industries, Inc.
(hereinafter called the Corporation) transferable on the books of the
Corporation or by the holder hereof in person or by duly authorized Attorney,
upon surrender of the Certificate properly endorsed. This certificate is not
valid unless countersigned by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
Secretary President and Chief Executive Officer
Applied Analytical Industries, Inc.
Corporate Seal
Delaware
Countersigned and Registered:
First Union National Bank of North Carolina
Transfer Agent
and Registrar.
By
Authorized Signature
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[REVERSE SIDE OF CERTIFICATE]
APPLIED ANALYTICAL INDUSTRIES, INC.
Applied Analytical Industries, Inc. (the "Corporation") is authorized to
issue two classes of stock, Common and Preferred, and the Preferred Stock may
be issued in one or more series. A statement of the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights as established, from time to
time, by the Certificate of Incorporation of the Corporation and by any
certificate of determination, the number of shares constituting each class and
series, and the designations thereof, may be obtained by the holder hereof upon
request and without charge at the principal office of the Corporation. The
Board of Directors of the Corporation has authority to fix or alter the
dividend rights, dividend rate, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions, if any), the redemption
price or prices, the liquidation preferences, any other designations,
preferences and relative, participating, optional or other special rights, and
any qualifications, limitations or restrictions thereof, of any wholly unissued
series of Preferred Stock, and the number of shares constituting any such
unissued series and the designations thereof.
_____________________________
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:
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TEN COM - as tenants in common UNIF GIFT MIN ACT - .............Custodian.............
TEN ENT - as tenants by the entities (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act...............................
in common (State)
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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 ______________________________
_________________________________________________________________________
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.
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 MEDALLIAN PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15
