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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 l934
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 (I.R.S. Employer Identification No.)
organization)
4010 MOORPARK AVENUE, STE. 119
SAN JOSE, CA 95117
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(Address of principal (Zip Code)
executive offices)
If this Form relates to the If this Form relates to the registration
registration of a class of of a class of debt securities and is to
debt securities and is become effective simultaneously with the
effective upon filing effectiveness of a concurrent registration
pursuant to General statement under the Securities Act of 1933
Instruction A(c)(1) please pursuant to General Instruction A(c)(2)
check the following please check the following box [_]
box. [_]
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, NO PAR VALUE
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(Title of Class)
REDEEMABLE 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 common stock and redeemable common
stock purchase warrants set forth under the caption "Description of Capital
Stock" on pages 48 through 52 of Registrant's Registration Statement on Form SB-
2 (File No. 333-13289) as originally filed with the Securities and Exchange
Commission (the "Commission") on October 2, 1996 and as most recently amended on
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April 21, 1997 (the "Registration Statement"), and in the Prospectus to be filed
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with the 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 Form of Underwriting Agreement (incorporated by reference to Exhibit
1.01 to the 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 Representative'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 National Securities Corporation
(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: April 30, 1997 ISONICS CORPORATION
By:/s/ Paul Catuna
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Paul J. Catuna
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Sequentially
Number Exhibit Title or Description Numbered Page
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1.01 Form of Underwriting *
Agreement (incorporated
by reference to Exhibit
1.01 to the 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 Representative'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 National Securities
Corporation
(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.
*Filed or to be filed by amendments as an exhibit to or as part of the
Registration Statement.
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