ROFIN SINAR TECHNOLOGIES INC
8-A12G, 1996-09-17
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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<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


                         ROFIN-SINAR TECHNOLOGIES INC.
                         -----------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                DELAWARE                                  38-3306461
- ----------------------------------------    ------------------------------------
(STATE OF INCORPORATION OR ORGANIZATION)    (I.R.S. EMPLOYER IDENTIFICATION NO.)


        45701 MAST STREET
        PLYMOUTH, MICHIGAN                                  48170
- ----------------------------------------    ------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (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:

                    Common Stock, par value $0.01 per share
                    ---------------------------------------
                                (Title of Class)

         Rights associated with Common Stock, par value $0.01 per share
         --------------------------------------------------------------
                                (Title of Class)
<PAGE>
 
ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     1.   Common Stock, par value $0.01 per share.  The description of the
          ---------------------------------------                         
          Registrant's Common Stock, par value $0.01 per share, set forth under
          the heading "Description of Capital Stock--Common Stock" in the
          Registration Statement on Form S-1 (Registration No. 333-09539), as
          amended (the "Registration Statement"), filed by the Registrant with
          the Securities and Exchange Commission, is hereby incorporated by
          reference herein.

     2.   Rights associated with Common Stock, par value $0.01 per share.  The
          --------------------------------------------------------------      
          description of the Registrant's Rights associated with Common Stock,
          par value $0.01 per share, set forth under the heading "Description of
          Capital Stock--Rights Agreement" in the Registration Statement, filed
          by the Registrant with the Securities and Exchange Commission, is
          hereby incorporated by reference herein.

ITEM 2.   EXHIBITS

          The following exhibits are incorporated by reference as indicated
          below:

     1.   Specimen Common Stock Certificate, including legend regarding Rights
          connected to Common Stock on back thereof (incorporated by reference
          to Exhibit 4.1 of the Registration Statement)
     2.   Certificate of Incorporation of the Registrant and Form of Certificate
          of Amendment thereto (incorporated by reference to Exhibit 3.1 of the
          Registration Statement)
     3.   Form of By-laws of the Registrant (incorporated by reference to
          Exhibit 3.2 of the Registration Statement)
     4.   Form of Rights Agreement between the Registrant and The Bank of New
          York (incorporated by reference to Exhibit 4.2 of the Registration
          Statement)
 
<PAGE>

                                       3

 
                                   SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.


                                        ROFIN-SINAR TECHNOLOGIES INC.
 

Date:  September 9, 1996                By: /s/ Peter Wirth
                                           _____________________________________
                                                       Peter Wirth
                                           Chairman of the Board of Directors,
                                           Chief Executive Officer and President


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