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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
TWINLAB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-3317986
(State of incorporation (IRS Employer Identification Number)
or organization)
2120 Smithtown 11779
Ronkonkoma, New York (Zip Code)
(Address of Principal Executive Offices)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
Name of each Exchange
Title of each class on which each class
to be so registered is to be registered
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None None
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instructions A.(c)(l), please check
the following box [ ].
If this Form relates to the registration of a class of debt securities and
is to become effectively 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:
Title of each class
to be so registered
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Common Stock, $1.00 par value
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's securities to be registered is contained
under the caption "Description of Capital Stock" in the Registrant's
Registration Statement on Form S-1 (Registration No.333-05191) (the
"Registration Statement"), initially filed with the Securities and Exchange
Commission (the "Commission") on June 4, 1996, as the same may be amended, and
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. The Registration Statement, initially filed with the Commission on June 4,
1996, as the same may be amended, and incorporated herein by reference.
2. Amended and Restated Certificate of Incorporation of the Registrant,
initially filed with the Commission on June 4, 1996 as Exhibit 3.1 to the
Registration Statement, as the same may be amended, and incorporated herein
by reference.
3. Amended and Restated By-laws of the Registrant, initially filed with the
Commission on June 4, 1996 as Exhibit 3.2 to the Registration Statement, as
the same may be amended, and incorporated herein by reference.
4. Specimen Common Stock Certificate, filed herewith.
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SIGNATURES
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.
Date: July 9 , 1995
TWINLAB CORPORATION
By: /s/ Neil Blechman
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Name: Neil Blechman
Title: Executive Vice President and Secretary
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Exhibit 4
NUMBER SHARES
TWINLAB CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AUTHORIZED SHARES $1.00 PAR VALUE
CUSIP
SEE REVERSE
FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
Is The Owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF $1.00 PAR VALUE COMMON STOCK OF
TWINLAB CORPORATION
Transferable only on the books of the Corporation by the holder hereof in person
or by attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned by the Transfer Agent and
Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
the facsimile signatures of its duly authorized officers and to be sealed with
the facsimile seal of the Corporation.
Dated:
(SEAL)
NEIL BLECHMAN ROSS BLECHMAN
EXECUTIVE VICE PRESIDENT AND SECRETARY PRESIDENT
COUNTERSIGNED:
American Securities Transfer & Trust, Inc.
P.O. Box 1596
Denver, Colorado 80201
By _________________________________________________
Transfer Agent & Registrar Authorized Signature
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TWINLAB 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:
<TABLE>
<CAPTION>
<S> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT-______Custodian_______
TEN ENT -as tenants by the entireties (Cust) (Minor)
IT TEN -as joint tenants with rights of under Uniform Gifts to Minors
survivorship and not as tenants Act___________________________
in common (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-in-fact
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(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
Signatures(s) Guaranteed:
_________________________________
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.
