<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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VITAQUEST INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-3437624
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
100 LEHIGH DRIVE 70004
FAIRFIELD, NEW JERSEY (ZIP CODE)
(Address of principal executive offices)
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS DEBT SECURITIES AND IS
EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A(C)(1), PLEASE CHECK THE
FOLLOWING BOX
/ /
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS TO
BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A CONCURRENT
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT TO GENERAL
INSTRUCTION A(C)(2), PLEASE CHECK THE FOLLOWING BOX.
/ /
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, $.01 par value per share
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Those sections of Registrant's Registration Statement filed
May 13, 1996 on Form S-1, File No. 333-3605 (as amended from time to time, the
"Registration Statement") under the Securities Act of 1933, as amended,
captioned "Description of Capital Stock" and "Dividend Policy" are incorporated
herein by reference.
ITEM 2. EXHIBITS
The following exhibits are filed with this Registration
Statement:
Exhibit
Number Description of Document
- ------ -----------------------
2.1 Certificate of Incorporation of the Registrant, incorporated
by reference to Exhibit 3.1 to the Registration Statement.
2.2 Certificate of Amendment of Certificate of Incorporation
of the Registrant dated April 29, 1996, incorporated by
reference to Exhibit 3.2 to the Registration Statement.
2.3 Certificate of Amendment of the Registrant dated May 2, 1996,
incorporated by reference to Exhibit 3.3 to the Registration
Statement.
2.4 Bylaws of the Registrant, as amended, incorporated by
reference to Exhibit 3.4 to the Registration Statement.
2.5 Specimen Common Stock Certificate, incorporated by reference
to Exhibit 4.1 to the Registration Statement.
2
<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.
VITAQUEST INTERNATIONAL INC.
Date: June 12, 1996
By: S/Edward M. Frankel
---------------------------------
Edward M. Frankel, President
3
