QC OPTICS INC
8-A12B, 1996-10-18
SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY)
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                                  UNITED STATES
                       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


                                 QC Optics, Inc.
                                 ---------------
             (Exact name of registrant as specified in its charter)

              Delaware                                   04-2916548
              --------                                   ----------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

154 Middlesex Turnpike, Burlington, Massachusetts                     01803
- -------------------------------------------------                     -----
    (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
    -------------------                          ------------------------------

    Common Stock, $.01 par value per share       American Stock Exchange
    Redeemable Warrants                          American Stock Exchange

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:

                                      None
- --------------------------------------------------------------------------------
                                (Title of class)

- --------------------------------------------------------------------------------
                                (Title of class)








                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         Common Stock
         ------------

         The  capital  stock  of  QC  Optics,  Inc.  (the  "Registrant")  to  be
registered  is the  Registrant's  Common  Stock,  $.01 par value per share  (the
"Common Stock"). A description of the Common Stock comparable to the description
required  here has  been  previously  filed  with the  Securities  and  Exchange
Commission  (the  "Commission")  in the  Registrant's  filing of a  Registration
Statement  on Form SB-2 (the  "Form  SB-2")  under  the  Securities  Act of 1933
(Registration No. 333-07683). The Form SB-2 was originally filed on July 5, 1996
and was amended on September 20, 1996.

         Redeemable Warrants
         -------------------

         The  Warrants  of  the  Registrant  to be  registered  hereby  are  the
Registrant's  Redeemable Warrants,  each of which entitles the holder thereof to
purchase one share of Common Stock at an exercise  price of $7.80 per share (the
"Warrants").  A  description  of the  Warrants  comparable  to  the  description
required  here has also been  previously  filed with the  Commission in the Form
SB-2.

ITEM 2.  EXHIBITS.

         The  securities  to be  registered  hereby are to be  registered  on an
exchange  on  which  no  other  securities  of the  Registrant  are  registered.
Therefore, all exhibits required by Instruction II to Item 2 will be supplied to
the American Stock Exchange and are not filed with or  incorporated by reference
in this Registration Statement.






                                    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.

                                               QC OPTICS, INC.



                                               By: /s/ Eric T. Chase
                                                   --------------------------
                                                     Eric T. Chase, President

Date:  October 18, 1996


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