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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A1
FOR REGISTRATION STATEMENT OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 193
ISONICS CORPORATION
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(Exact name of Registrant as specified in charter)
CALIFORNIA 77-0338561
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5906 McIntyre Street
Golden, Colorado 80403
(303) 279-7900
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(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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), please 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), please check the following box. XX
Securities Act registration statement file number to which this form relates:
________________________________
(If Applicable)
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
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(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The following description updates the description of the Common Stock of
Isonics Corporation (the "Company") previously registered under Section 12(g) of
the Securities Exchange Act of 1934 on Form 8-A, as amended to date.
The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock and 10,000,000 shares of Preferred Stock. As of February 10, 2000,
there were outstanding 6,605,414 shares of Common Stock and 1,830,000 shares of
Series A Convertible Preferred Stock. As of that date, there were also
outstanding options issued pursuant to the Company's employee benefit plans to
purchase a total of 1,126,759 shares, and other options and warrants to purchase
a total of 8,703,666 shares of Common Stock.
COMMON STOCK
Subject to preferences that may be applicable to any Preferred Stock
outstanding at the time, the holders of outstanding shares of Common Stock are
entitled to receive dividends out of assets legally available therefor at such
times and in such amounts as the Board of Directors may from time to time
determine.
Each shareholder is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of shareholders.
Cumulative voting for the election of directors is specifically authorized
by the Bylaws. Under cumulative voting for the election of directors, upon a
proper and timely request by a shareholder, each shareholder is entitled to cast
a number of votes equal to the number of shares held multiplied by the number of
directors to be elected. The votes may be cast for one or more candidates. Thus,
under cumulative voting, a majority of the outstanding shares will not
necessarily be able to elect all of the directors, and minority shareholders may
be entitled to greater voting power with respect to election of directors than
if cumulative voting did not apply.
The Company's bylaws provide that so long as the Company is a "listed
company" as defined by applicable California law, there will not be cumulative
voting in connection with the election of directors. At the present time, the
Company is not a "listed company" as defined in California law, and therefore
cumulative voting will continue to apply in connection with the election of
directors.
The Common Stock is not entitled to preemptive rights and is not subject to
conversion or redemption. Upon liquidation, dissolution or winding up of the
Company, the remaining assets legally available for distribution to
shareholders, after payment of claims or creditors and payment of any
liquidation preferences, if any, on outstanding Preferred Stock, are
distributable ratably among the holders of the Common Stock and any
participating Preferred Stock
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outstanding at that time. Each outstanding share of Common Stock is fully paid
and nonassessable.
PREFERRED STOCK
The Board of Directors is authorized, subject to any limitations prescribed
by California law, to provide for the issuance of shares of Preferred Stock in
one or more series, to establish from time to time the number of shares to be
included in each such series, to fix the rights, preferences and privileges of
the shares of each unissued series and any qualifications, limitations or
restrictions thereon, and to increase or decrease the number of shares of any
such series (but not below the number of shares of such series then
outstanding), without any further vote or action by the shareholders. The Board
of Directors may authorize the issuance of Preferred Stock with voting or
conversion rights that could adversely affect the voting power or other rights
of the holders of Common Stock. Thus, the issuance of Preferred Stock may have
the effect of delaying, deferring or preventing a change in control of the
Company.
The Company has issued 1,830,000 shares of its Series A Convertible
Preferred Stock. The Preferred Stock may be converted to common shares of
Isonics stock at a fixed conversion price of $1.50 per share, which would result
in the exchange of one share of common stock for each share of Series A
Convertible Preferred Stock. This conversion ratio is subject to dilution
adjustments. The Series A Convertible Preferred Stock is entitled to receive
dividends on a share-for-share basis with the shares of common stock except in
the case of a "Silicon Isotope Transaction" as defined in the Certificate of
Determination which was filed with the California Secretary of State to create
the Series A Convertible Preferred Stock. If a "Silicon Isotope Transaction"
occurs, the holders of Series A Convertible Preferred Stock have certain
additional rights. The Series A Convertible Preferred Stock is entitled to a
liquidation preference of $1.50 per share.
CLASS A WARRANTS
Class A Warrants to purchase common stock were issued in September 1997 and
are registered pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended. The following is a brief summary of certain provisions of the
Warrants.
The Company has authorized the issuance of Warrants to purchase an
aggregate of 810,000 shares of Common Stock and has reserved an equivalent
number of shares for issuance upon exercise of such Warrants. Each Warrant
entitles the registered holder thereof to purchase one share of Common Stock at
a price of $5.80, subject to adjustment, for three years commencing one year
from the date of this Prospectus. After expiration, the Warrants will be void
and of no value.
The Company may redeem the Warrants at a price of $.10 per Warrant on not
less than 30 days' prior written notice if the average of the last reported bid
and asked prices of the Common Stock (if the Common Stock is then traded in the
over-the-counter market) or the last reported
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sale price of the Common Stock (if the Common Stock is then traded on a national
securities exchange or the Nasdaq National Market or SmallCap Market) has been
at least$14.50 per share (subject to adjustment) for at least 20 consecutive
trading days ending within three days prior to the date on which notice of
redemption is given.
The 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. The Company is not required to issue fractional
shares. In lieu of the issuance of such fractional shares, the Company 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 the Company unless such shareholder
exercises such Warrant.
ITEM 2. EXHIBITS.
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Number Description
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1.01 Underwriting Agreement (incorporated by reference to Exhibit
1.01 to the Registrant's Registration Statement on Form SB-2
(Commission file no. 333-13289 (the "Registration Statement))).
3.01 Registrant's Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.03 to the Registration
Statement).
3.02 Registrant's Certificate of Determination of Preferences and Rights of the
Series A Preferred Stock (incorporated by reference to Exhibit 1 to the
Registrant's current report on Form 8-K reporting an event of July 29,
1999)
3.03 Registrant's Bylaws (incorporated by reference to Exhibit 3.02 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).
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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).
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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.
ISONICS CORPORATION
By
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James E. Alexander, President
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