CARDIOVASCULAR DYNAMICS INC
8-A12B/A, 1996-06-18
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 8-A/A

                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934



                          Cardiovascular Dynamics, Inc.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Delaware                                           68-0328265
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)


     13900 Alton Parkway, Suite 122
           Irvine, California                                    92718
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (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

               Not Applicable                       Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:


                    Common Stock, par value $0.001 per share
                                (TITLE OF CLASS)
<PAGE>   2
                                    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.

                                     Cardiovascular Dynamics, Inc.


Date: June 18, 1996           By:     /s/ Dana P. Nickell
                                     --------------------
                                     Dana P. Nickell, Vice President, Finance
                                     and Administration, Chief Financial
                                     Officer and Secretary
<PAGE>   3
                                   EXHIBIT(S)


Exhibit
  No.             Description

  4.1             Specimen certificate for Registrant's Common Stock

<PAGE>   1
                                                                     EXHIBIT 4.1



COMMON STOCK                    [CVD LOGO]                          COMMON STOCK
[NUMBER SEAL]          CARDIOVASCULAR DYNAMICS, INC.               [SHARES SEAL]
     
INCORPORATED UNDER THE LAWS                SEE REVERSE FOR CERTAIN DEFINITIONS
  OF THE STATE OF DELAWARE                 AND A STATEMENT AS TO THE RIGHTS,
                                           PREFERENCES, PRIVILEGES AND RESTRIC-
                                           TIONS ON SHARES

                                                   CUSIP  14160K  10  2

THIS CERTIFIES THAT






IS THE RECORD HOLDER OF

 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE PER
                                   SHARE, OF

                         CARDIOVASCULAR DYNAMICS, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

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

Dated:

   
/s/ Dana P. Nickell                    [SEAL]           /s/ Michael R. Henson
    

     SECRETARY                                               CHAIRMAN AND
                                                       CHIEF EXECUTIVE OFFICER


COUNTERSIGNED AND REGISTERED:
        CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
                TRANSFER AGENT AND REGISTRAR
BY

                        AUTHORIZED SIGNATURE


<PAGE>   2
        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
from the Secretary of the Corporation 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
        TEN ENT            --  as tenants by the entireties
        JT TEN             --  as joint tenants with right of
                               survivorship and not as tenants
                               in common
        COM PROP           --  as community property

        UNIF GIFT MIN ACT  --  ...............Custodian...............
                                    (Cust)                (Minor)
                               under Uniform Gifts to Minors
                               Act....................................    
                                               (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________________________________________________
                       NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
                               CORRESPOND WITH THE NAME(S) 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 17Ad-15.




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