VITA FOOD PRODUCTS INC
8-A12B, 1996-12-20
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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                                    Form 8-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


                            Vita Food Products, Inc.

             (Exact name of registrant as specified in its charter)

          Nevada                                          36-3171548

(State of incorporation or organization)      (IRS Employer Identification No.)

2222 West Lake Street, Chicago, Illinois                  60612
(Address of principal executive offices)              (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

        Title of each class                    Name of each exchange on which
        to be so registered                    each class is to be registered

Common Stock, $.01 par value per share         Chicago Stock Exchange
Redeemable Common Stock Purchase Warrants      Chicago Stock Exchange


<PAGE>

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

The information required by this Item is included in the section captioned
"Description of Company's Securities" of the Prospectus included as part of
Registrant's Registration Statement on Form SB-2, as amended (File No.
333-5738), which Section is hereby incorporated by reference.


Item 2. Exhibits

I. The following documents are filed herewith unless noted as being
incorporated by reference pursuant to Rule 12b-32.

1. (a) Specimen Certificate of Common Stock, $.01 par value per share.

   (b) Form of Warrant Agreement between Registrant, American Stock
       Transfer & Trust Company and National Securities Corporation
       an Access Financial Group, Inc., with form of Specimen Warrant
       Certificate (incorporated herein by reference to Exhibit 4.3 to
       Registrant's Registration Statement on Form SB-2, File No.
       333-5738).

2. (a) Articles of Incorporation of Registrant (incorporated herein by
       reference to Exhibit 3.1 to Registrant's Registration Statement
       on Form SB-2, File No. 333-5738).

   (b) By-Laws of Registrant (incorporated herein by reference to
       Exhibit 3.2 to Registrant's Registration Statement on Form SB-2,
       File No. 333-5738).

II. No exhibits required to be filed.


                                        2

<PAGE>

        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.



                                        VITA FOOD PRODUCTS, INC.

                                        By: /s/ Stephen D. Rubin
                                        -----------------------------------
                                                Stephen D. Rubin, President
December 19, 1996


CERTIFICATE OF STOCK

<TABLE>
<S> <C>
    COMMON STOCK                      [VITA FOOD PRODUCTS LOGO]               COMMON STOCK
       NUMBER                                                                     SHARES
      VFP
INCORPORATED UNDER THE LAWS                                                  CUSIP 928450 10 5
  OF THE STATE OF NEVADA               VITA FOOD PRODUCTS, INC.     SEE REVERSE FOR CERTAIN ABBREVIATIONS
</TABLE>
THIS CERTIFIES that ________________ is the owner of _________________

       FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
                      $.01 PAR VALUE PER SHARE, OF

                        VITA FOOD PRODUCTS, INC.

(hereinafter, called the "Corporation"), transferable on the books of the
Corporation by the holder hereof in person or by his duly authorized
Attorney upon surrender of this certificate properly endorsed.

This certificate is not valid unless countersigned by the Transfer Agent and
Registrar

WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers

Dated:

/s/ Clark L. Feldman             [SEAL]         /s/ Stephen D. Rubin
SECRETARY                                       PRESIDENT

<PAGE>

VITA FOOD PRODUCTS, INC.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right of survivorship and not as tenants
in common

UNIF GIFT MIN ACT - ___________Custodian___________
                    (Cust)             (Minor)

        under Uniform Gifts to Minors
        Act______________________________
                  (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _________________ hereby sell, assign and transfer
unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
 ___________________
|___________________|_____________________________________________________

__________________________________________________________________________
              (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
                    INCLUDING ZIP CODE OF ASSIGNEE)

__________________________________________________________________________

__________________________________________________________________________

____________________________________________________________________ Shares

of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint _____________________________
________________________________ Attorney to transfer the said stock on
the books of the within named Company with full power of substitution in
the premises.

Dated ________________________________


                                       _______________________________________
                                       NOTICE: THE SIGNATURE(S) TO THIS
                                       ASSIGNMENT MUST CORRESPOND WITH THE
                                       NAME(S) AS WRITTEN UPON THE FACE
                                       OF THE CERTIFICATE IN EVERY
                                       PARTICULAR, WITHOUT ALTERATION OR
                                       ENLARGEMENT OR ANY CHANGE
                                       WHATEVER.

SIGNATURE(S) GUARANTEED:


_________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO SEC RULE 17Ad-15.




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