<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Nitinol Medical Technologies, Inc.
--------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-4090463
- ---------------------------------------- --------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
263 Summer Street
Boston, Massachusetts 02210
- ------------------------------------------ --------------------------
(Address of principal executive offices) (zip code)
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(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
- --------------------- -------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
---------------------- ------------------------------
Common Stock, Nasdaq National Market
par value $.001 per share __________
Copies of correspondence should be forwarded to:
Stephen H. Kay, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the information set forth under the heading
"Description of Capital Stock" contained in the Registration Statement on Form
S-1 (Registration No. 333-06463) under the Securities Act of 1933, as amended,
as filed with the Securities and Exchange Commission on June 20, 1996 and as
such registration statement may be thereafter amended.
ITEM 2. EXHIBITS.
Exhibit No. Exhibit
- ----------- -------
3.1 Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registration Statement on Form S-1
(Registration No. 333-06463) under the Securities Act of 1933, as
amended).
3.2 Amended and Restated By-Laws (incorporated by reference to Exhibit
3.2 to the Registration Statement on Form S-1 (Registration No.
333-06463) under the Securities Act of 1933, as amended).
4.1 Specimen Stock Certificate (incorporated by reference to Exhibit
4.1, to be filed by amendment, to the Registration Statement on
Form S-1 (Registration No. 333-06463) under the Securities Act of
1933, as amended).
- 2 -
<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.
REGISTRANT: NITINOL MEDICAL TECHNOLOGIES, INC.
DATE: JULY 11, 1996
BY: /S/THOMAS M. TULLY
---------------------------------------
THOMAS M. TULLY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
- 3 -
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Exhibit Numbered Page
- ----------- ------- -------------
<C> <S> <C>
3.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (Registration
No. 333-06463) under the Securities Act of 1933,
as amended).
3.2 Amended and Restated By-Laws (incorporated by reference
to Exhibit 3.2 to the Registration Statement on Form S-1
(Registration No. 333-06463) under the Securities Act
of 1933, as amended).
4.1 Specimen Stock Certificate (incorporated by reference
to Exhibit 4.1, to be filed by amendment, to the
Registration Statement on Form S-1 (Registration
No. 333-06463) under the Securities Act of 1933,
as amended).
</TABLE>
- 4 -