SENDX MEDICAL INC
8-A12G, 1996-05-16
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>

                       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 OF 1934



                               SENDX MEDICAL, INC.
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                             33-0441316
      -----------------------                -------------------
      (State of Incorporation                 (IRS Employer
         or Organization)                   Identification No.)


       1945 Palomar Oaks Way
       Carlsbad, California                          92009
    ---------------------------                  ------------------
(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
        -------------------     -------------------------------
               None                     Not applicable



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

                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of Class)

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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


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

          See "Description of Capital Stock" and "Shares Eligible for Future
Sale" in the preliminary prospectus of the Registrant, incorporated by reference
from the Registration Statement on Form S-1 of Registrant, Registration No. 333-
03431, filed with the Securities and Exchange Commission on May 10, 1996.

Item 2.   EXHIBITS

          The following documents included as exhibits, as indicated, to
Registrant's Registration Statement on Form S-1, Registration No. 333-3431,
filed with the Securities and Exchange Commission on May 10, 1996, are
incorporated herein by reference.

                                                                Form S-1 Exhibit
           Exhibit Description                                           Number
          --------------------                                          --------

Certificate of Incorporation of the Registrant                               3.1

Amended and Restated Certificate of Incorporation of the Company*            3.2

Bylaws of Registrant, as currently in effect                                 3.3

Specimen Certificate of Common Stock                                         4.1

SenDx Medical, Inc. 1991 Stock Option Plan (the "1991 Plan")                10.1

Form of Incentive Stock Option Agreement pertaining to the 1991 Plan        10.2

Form of Nonqualified Stock Option Agreement pertaining to the 1991 Plan     10.3

SenDx Medical, Inc. 1996 Stock Incentive Plan (the "1996 Plan")*            10.4

Form of Incentive Stock Option Agreement pertaining to the 1996 Plan*       10.5

Form of Nonqualified Stock Option Agreement pertaining to the 1996 Plan*    10.6

SenDx Medical, Inc. Employee Stock Purchase Plan--1996                      10.7

_____________________
*  To be filed by amendment

                                   Page 2 of 3

<PAGE>

                                    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.


                            SENDX MEDICAL, INC.



                            By:  /s/ George Pache
                                -------------------------------
                                 GEORGE PACHE
                                 Chief Financial Officer


                            Dated:  May 13 , 1996
                                       ----

 


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