SUPERIOR SUPPLEMENTS INC
8-A12G/A, 1997-02-24
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS
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                                   FORM 8-A/A

                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.
                                      20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           SUPERIOR SUPPLEMENTS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                         11-3320172
(State of or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

270 Oser Avenue
Hauppauge, NY                                                  11788
(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)      Units consisting of two (2) shares of Common Stock, par value
                  $.0001 per share and two (2) Class A Redeemable Common Stock
                  Purchase Warrants.

         (ii)     Common Stock, par value $.0001 per share

         (iii)    Class A Redeemable Common Stock Purchase Warrants


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Item 1.  Description of Registrant's Securities to be Registered.

         Incorporated herein by reference to the section entitled "Description
         of Securities" contained on pages 38-39 of Amendment No. 5 to the
         Company's Registration Statement filed on Form SB-2 (Registration No.
         333-9761) filed on February 21, 1997. 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**                              1.01

(b)      Certificate of Incorporation of the Company dated
         April 24, 1996*                                               3.01

(c)      By-Laws of the Company*                                       3.02

(d)      Form of Warrant Agreement by and among
         the Company and American Stock Transfer &
         Trust Company**                                               4.04

(e)      Form of Underwriter's Unit Purchase Warrant**                 4.05

(f)      Description of Securities***

- ----------
*        Incorporated herein by reference to the Exhibit Volume filed with the
         Company's Registration Statement, Registration No. 333-9761 as filed
         with the Securities and Exchange Commission on August 8, 1996 at the
         exhibit number set forth opposite such document.

**       Incorporated herein by reference to the Exhibit Volume filed with
         Amendment No. 5 to the Company's Registration Statement, Registration
         No. 333-9761 as filed with the Securities and Exchange Commission on
         February 21, 1997 at the exhibit number set forth opposite such
         document.

***      Incorporated herein by reference to pages 38-39 of Amendment No. 5 to
         the Company's Registration Statement, Registration No. 333-9761 as
         filed with the Securities and Exchange Commission on February 21, 1997.

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                                    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.

                           SUPERIOR SUPPLEMENTS, INC.

                           By: /s/Lawrence D. Simon
                              ------------------------------------
                               Name:  Lawrence D. Simon
                               Title: President, Chairman, Chief Financial
                                      Officer, Principal Accounting Officer
                                      and Director

Dated: February 21, 1997

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