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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
ISONICS CORPORATION
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(Exact name of registrant as specified in its charter)
California 77-0338561
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
4010 Moorpark Avenue, Ste. 119
San Jose, CA 95117
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with the
following box. [_] 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 for trading on
the Boston Stock Exchange:
UNITS OF COMMON STOCK, NO PAR VALUE, AND
REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANTS
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(Title of Class)
COMMON STOCK, NO PAR VALUE
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(Title of Class)
REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANTS
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
UNITS OF COMMON STOCK, NO PAR VALUE, AND
REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANTS
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(Title of Class)
COMMON STOCK, NO PAR VALUE
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(Title of Class)
REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANTS
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(Title of Class)
Page 1 of 4
Exhibit Index is on Page 4
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's classes of securities registered
hereunder set forth under the caption "Description of Capital Stock" on pages 47
through 51 of Registrant's Registration Statement on Form SB-2 (File No.
333-13289) originally filed with the Securities and Exchange Commission (the
"Commission") on October 2, 1996 and as most recently amended on August 15, 1997
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(the "Registration Statement"), and in the Prospectus to be filed with the
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Commission under Rule 424(b) related to the Registration Statement, is
incorporated by reference in response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith, each incorporated herein by
reference from the Registration Statement:
Exhibit
Number Exhibit Title or Description
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1.01 Underwriting Agreement (incorporated by reference to Exhibit 1.01 to
Registration Statement).
3.01 Registrant's Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.01 to the Registration
Statement).
3.02 Registrant's Bylaws (incorporated by reference to Exhibit 3.02 to the
Registration Statement).
3.03 Registrant's Amended and Restated Articles of Incorporation, to be in
effect at the closing of this offering (incorporated by reference to
Exhibit 3.03 to the Registration Statement).
4.01 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.01 to the Registration Statement).
4.02 Underwriter's Warrant Agreement (incorporated by reference to
Exhibit 4.02 to the Registration Statement).
4.03 Warrant Agreement between the Registrant and Continental Stock
Transfer & Trust Company and Monroe Parker Securities, Inc.
(incorporated by reference to Exhibit 4.03 to the Registration
Statement).
4.04 Specimen Warrant Certificate (incorporated by reference to
Exhibit 4.04 to the Registration Statement).
10.10 Warrant Agreement dated as of September 27, 1996 by and among
Registrant and certain investors (incorporated by reference to
Exhibit 10.10 to the Registration Statement).
10.11 Registration Rights Agreement dated as of September 27, 1996 by and
among Registrant and certain investors (incorporated by reference to
Exhibit 10.11 to the Registration Statement).
99.01 The description of Registrant's securities set forth under the caption
"Description of Capital Stock" in the Prospectus included in the
Registration Statement is incorporated herein by reference under Item
1.
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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, thereunto duly authorized.
Dated: August 20, 1997 ISONICS CORPORATION
By: /s/ Paul J. Catuna
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Paul J. Catuna
Vice President, Finance and
Chief Financial Officer
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit Sequentially
Number Exhibit Title or Description Numbered Page
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<S> <C> <C>
1.01 Underwriting Agreement (incorporated by reference to Exhibit 1.01 to *
Registration Statement).
3.01 Registrant's Amended and Restated Articles of Incorporation *
(incorporated by reference to Exhibit 3.01 to the Registration
Statement).
3.02 Registrant's Bylaws (incorporated by reference to Exhibit 3.02 to the *
Registration Statement).
3.03 Registrant's Amended and Restated Articles of Incorporation, to be in *
effect at the closing of this offering (incorporated by reference to
Exhibit 3.03 to the Registration Statement).
4.01 Specimen Common Stock Certificate (incorporated by reference to *
Exhibit 4.01 to the Registration Statement).
4.02 Underwriter's Warrant Agreement (incorporated by reference to *
Exhibit 4.02 to the Registration Statement).
4.03 Warrant Agreement between the Registrant and Continental Stock *
Transfer & Trust Company and Monroe Parker Securities, Inc.
(incorporated by reference to Exhibit 4.03 to the Registration
Statement).
4.04 Specimen Warrant Certificate (incorporated by reference to *
Exhibit 4.04 to the Registration Statement).
10.10 Warrant Agreement dated as of September 27, 1996 by and among *
Registrant and certain investors (incorporated by reference to
Exhibit 10.10 to the Registration Statement).
10.11 Registration Rights Agreement dated as of September 27, 1996 by and *
among Registrant and certain investors (incorporated by reference to
Exhibit 10.11 to the Registration Statement).
99.01 The description of Registrant's securities set forth under the caption *
"Description of Capital Stock" in the Prospectus included in the
Registration Statement is incorporated herein by reference under Item
1.
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* Filed or to be filed by amendments as an exhibit to or as part of the
Registration Statement.
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