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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
ISONICS CORPORATION
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(Name of small business issuer as specified in its charter)
California 001-12531 77-0338561
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State of Commission File IRS Employer
Incorporation Number Identification No.
5906 McIntyre Street, Golden, Colorado 80403
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Address of principal executive offices
303-279-7900
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Telephone number, including
Area code
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Title of each class to be so registered: not applicable
Name of each exchange on which each class is to be
registered: not applicable
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
[XX]
Securities Act registration statement file number to which this form relates:
333-37696
Securities to be registered pursuant to Section 12(g) of the Act:
Class B Common Stock Purchase Warrants
Class C Redeemable Common Stock Purchase Warrants
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(Title of class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
CLASS B COMMON STOCK PURCHASE WARRANTS. No Class B Warrants
have yet been issued, but they will be issued to holders of outstanding Class A
Warrants who accept an offer being made by Isonics Corporation to exchange
outstanding Class A Warrants for Class B Warrants.
The Class B Warrants will expire 90 days after the effective
date of Isonics Corporation's registration statement on Form S-4 (Commission
file no. 333-37696) or September 30, 2000, whichever is later. The exercise
price for the Class B Warrants is $5.80. Each person exercising a Class B
Warrant will receive one share of common stock (which shares are already
registered under the Securities Exchange Act of 1934) and one Class C Redeemable
Common Stock Purchase Warrant. The Class B Warrants will not be redeemable
CLASS C REDEEMABLE COMMON STOCK PURCHASE WARRANTS. No Class C
Warrants have yet been issued, but they will be issued to persons who exercise
their Class A Warrants prior to the expiration of the exchange offer, or who
exercise their Class B Warrants prior to their expiration.
The Class C Warrants will expire three years after the
effective date of Isonics Corporation's registration statement on Form S-4
(Commission file no. 333-37696). The exercise price for the Class C Warrants is
$10.00. Each person exercising a Class C Warrant will receive one share of
common stock (which shares are already registered under the Securities Exchange
Act of 1934).
Isonics may redeem the Class C Warrants at a price of $0.10
per Warrant on not less than 30 days' prior written notice if the Isonics Common
Stock trades at or above $15.00 per share (subject to adjustment) for any 20 of
30 consecutive trading days ending not more than three days before the notice of
redemption is deposited in the United States mails.
APPLICABLE TO BOTH THE CLASS B WARRANTS AND THE CLASS C
WARRANTS. The Class B Warrants and the Class C Warrants are subject to a warrant
agreement between Continental Stock Transfer & Trust Company, New York, New
York, and Isonics Corporation.
The Class B Warrants and the Class C Warrants contain
provisions that protect the holders thereof against dilution by adjustment of
the exercise price and number of shares issuable upon exercise, on the
occurrence of certain events, such as stock dividends, stock splits and
recapitalizations.
Isonics will not be required to issue fractional shares. In
lieu of the issuance of such fractional shares, Isonics will pay cash to such
holders of the Warrants. In computing the cash payable to such holders, a share
of Common Stock will be valued at its price immediately prior to the close of
business on the expiration date.
The holder of a Warrant will not possess any rights as a
shareholder of Isonics, does not have the right to vote at shareholders'
meetings, and will not be entitled to receive
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dividends when and if declared.
Item 2. EXHIBITS
List below all exhibits filed as a part of the registration
statement.
4.05+ Warrant Agreement between the Registrant and Continental Stock
Transfer & Trust Company
4.06+ Specimen Class B Warrant Certificate (included as a part of
exhibit 4.05)
4.07+ Specimen Class C Warrant Certificate (included as a part of
exhibit 4.05)
+ Incorporated by reference from the like-numbered exhibit to
registration statement on Form S-4 (Commission file number
333-37696).
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.
May 30, 2000 ISONICS CORPORATION
By:/s/ James E. Alexander
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James E. Alexander
President and Chief Executive Officer
