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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W., Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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M.D. Labs, Inc.
(Exact name of registrant as specified in its charter)
Delaware 86-0835247
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1719 West University Drive, Suite 187, Tempe, Arizona 85281
(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class of 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(g) of the Act:
Common Stock, $.001 par value per share
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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Registrant's Registration Statement on Form SB-2 under the
Securities Act of 1933, No. 333-11821, filed on September 12, 1996 and
as amended from time to time thereafter, is incorporated herein by
reference, including specifically the "Description of Capital Stock"
appearing on pages 39 to 42 of the Prospectus contained therein.
Item 2. Exhibits
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1. Specimen certificate for the Common Stock of Registrant
2. Certificate of Incorporation of Registrant, as amended - filed as
Exhibit 3.1 to the Registration Statement on Form SB-2 under the
Securities Act of 1933, No. 333- 11821, filed on September 12, 1996
and incorporated herein by reference.
3. Bylaws of Registrant, as amended - filed as Exhibit 3.2 to the
Registration Statement on Form SB-2 under the Securities Act of 1933,
No. 333-11821, filed on September 12, 1996 and incorporated herein by
reference.
-2-
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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.
M.D. Labs, Inc.
(Registrant)
Dated: October 29, 1996 By: /S/ HOOMAN NIKZAD
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Hooman Nikzad
Chief Executive Officer and Director
-3-
COMMON STOCK COMMON STOCK
NUMBER SHARES
_____________ ____________
| | M.D. LABS | |
|_____________| |____________|
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 55268R 10 1
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
$.001 PAR VALUE PER SHARE, OF
- -------------------------------- M.D. LABS, 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 unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facisimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
M.D. Labs, Inc.
/s/ Fred Djahandideh CORPORATE /s/ Todd P. Belfer
Secretary SEAL President
DELAWARE
COUNTERSIGNED:
Corporate Stock Transfer, Inc.
370 17th Street, Suite 2350
Denver, Colorado 80202
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
[COPYRIGHT SYMBOL] SECURITY-COLUMBIAN UNITED STATES BANKNOTE COMPANY 1960
<PAGE>
M.D. LABS, INC.
THE CORPORATION IS AUTHORIZED TO ISSUE STOCK IN ONE OR MORE CLASSES OR
SERIES. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY STOCKHOLDER WHO SO
REQUESTS A STATEMENT AS TO 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.
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:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties --------------- ---------------
JT TEN - as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act
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(State)
UNIF TRF MIN ACT Custodian (until age )
------------ ----------
(Cust)
under Uniform Transfers
------------------
(Minor)
to Minors Act
----------------------------
(State)
</TABLE>
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 ________________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
NOTICE: 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.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE
CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.
