<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 ACT OF 1934
AMPLIDYNE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3440510
- --------------------------------- ---------------------------------
(State of or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
144 Belmont Drive
Somerset, NJ 08873
- ---------------------- ----------
(Address of Principal) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
(i) Common Stock, par value $.0001 per share
(ii) Class A Redeemable Common Stock Purchase Warrants
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the section entitled
"Description of Securities" contained in Amendment No. 2 to
the Company's Registration Statement filed on Form SB-2
(Registration No. 333-11015) filed on November 27, 1996 (the
"Registration Statement"). The "Description of Securities"
section contained in the prospectus to be filed pursuant to
Rule 424(b) under the Securities Act, is also hereby
incorporated by reference.
Item 2. Exhibits.
Exhibit
Document No.
- -------- -------
(a) Form of Underwriting Agreement* 1.1
(b) Form of Selected Dealer Agreement* 1.2
(c) Form of Agreement Among Underwriters* 1.3
(d) Certificate of Incorporation of the Company* 3.1
(e) Certificate of Merger (Delaware)* 3.2
(f) Certificate of Merger (New York)* 3.3
(g) Agreement and Plan of Merger* 3.4
(h) By-Laws of the Company* 3.5
(i) Specimen Certificate for Shares of Common Stock* 4.1
(j) Specimen Certificate for Warrants** 4.2
(k) Form of Underwriter's Purchase Option* 4.3
(l) Form of Warrant Agreement* 4.4
(m) Opinion of Bernstein & Wasserman, LLP*** 5.1
- ----------------------
2
<PAGE>
* Incorporated herein by reference to the Exhibit Volume filed with the
Company's Registration Statement, Registration No. 333-11015 filed with
the Securities and Exchange Commission on August 29, 1996 at the exhibit
number set forth opposite such document.
** Incorporated herein by reference to Amendment No. 1 to the Company's
Registration Statement, Registration No. 333-11015 as filed with the
Securities and Exchange Commission on October 10,1996 at the exhibit
number set forth opposite such document.
*** Incorporated herein by reference to Amendment No. 2 to the Company's
Registration Statement, Registration No. 333-11015 as filed with the
Securities and Exchange Commission on November 27, 1996 at the exhibit
number set forth opposite such document.
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.
AMPLIDYNE, INC.
By: /s/ Devendar S. Bains
-------------------------
Name: Devendar S. Bains
Title: President
Dated: January 6, 1997
4
