<PAGE>
As filed with the Securities and Exchange Commission on October 10, 1996
Commission File Number 000-
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
Xomed Surgical Products, Inc.
---------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 06-1393528
------------------ --------------------------------------
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
6743 Southpoint Drive North
Jacksonville, Florida 32216
---------------------------------------------------------------
(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
------------------------------------------------------
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, par value $.01 per share
-----------------------------------------------------------------
Page 1 of 3
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
- ----------------------------------------------------------------
The Registrant's Preliminary Prospectus relating to the proposed
offering of its Common Stock, dated October 10, 1996 (the "Prospectus"), and
forming a part of Amendment No. 3 to the Registrant's Registration Statement on
Form S-1 under the Securities Act of 1933, as amended (Securities Act File No.
333-10515) (the "Registration Statement"), is incorporated herein by reference.
Reference is made specifically to the sections in the Prospectus captioned
"Description of Capital Stock" and "Dividend Policy."
Item 2. Exhibits.
-----------------
(1) Amendment No. 3 to Registrant's Registration Statement on Form S-1.**
(4)(a) Second Restated Certificate of Incorporation of the Registrant.*
(4)(b) Restated By-Laws of the Registrant.*
(5) Specimen of Registrant's Common Stock certificate.**
- --------------------
* Incorporated by reference to Amendment No. 1 to Registrant's Registration
Statement on Form S-1, Securities Act File No. 333-10515.
** Incorporated by reference to Amendment No. 3 to Registrant's Registration
Statement on Form S-1, Securities Act File No. 333-10515.
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.
XOMED SURGICAL PRODUCTS, INC.
By:/s/ Thomas E. Timbie
-------------------------------
Name: Thomas E. Timbie
Title: Vice President, Finance and Chief
Financial Officer
Date: October 10, 1996
Page 3 of 3
