SUN HYDRAULICS INC
8-A12G/A, 1996-12-20
MISCELLANEOUS FABRICATED METAL PRODUCTS
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<PAGE>   1

                                 FORM 8-A/A
                              (AMENDMENT NO. 1)

                     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

                         SUN HYDRAULICS CORPORATION
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                         <C>
                     FLORIDA                                                  59-2754337
- -------------------------------------------------           ---------------------------------------------
             (State of incorporation                                        (IRS Employer
                or organization)                                          Identification No.)


          1500 WEST UNIVERSITY PARKWAY
                SARASOTA, FLORIDA                                                34623
- -------------------------------------------------           ---------------------------------------------
    (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

                      None                                                      None
- -------------------------------------------------           ---------------------------------------------
</TABLE>

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box.  [ ]

If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the 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(g) of the Act:

                   Common Stock, par value $0.001 per share
                   ----------------------------------------
                               (Title of Class)





                                     -1-
<PAGE>   2

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         This registration statement relates to the registration with the
Securities and Exchange Commission of shares of common stock, par value $0.001
per share (the "Common Stock"), of Sun Hydraulics Corporation, a Florida
corporation (the "Registrant").  The description of the Common Stock to be
registered hereunder set forth under the caption "Description of Capital Stock"
at page 41 of the Prospectus contained in Pre-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-1, filed with the Securities and
Exchange Commission on December 19, 1996 (File No. 333-14183), is incorporated
herein by reference.

ITEM 2.  EXHIBITS.

                               DESCRIPTION

1.      Specimen of Certificate representing Registrant's Common Stock.

2.1     Amended and Restated Articles of Incorporation of Registrant, as
        filed with the Commission as Exhibit 3.1 to the Pre-Effective
        Amendment No. 4 to Registrant's Registration Statement on Form 
        S-1 (filed with the Commission on December 19, 1996), File No.
        333-14183, are hereby incorporated herein by this reference.

2.2     Bylaws of Registrant, as filed with the Commission as Exhibit
        3.2 to the Pre-Effective Amendment No. 4 to Registrant's
        Registration Statement on Form S-1 (filed with the Commission on
        December 19, 1996), File No. 333-14183, are hereby incorporated
        herein by this reference.





                                     -2-
<PAGE>   3

                                  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 hereunto duly authorized.




                                       SUN HYDRAULICS CORPORATION
                                       
                                       
                                       
                                       By: /s/ Clyde G. Nixon       
                                          ------------------------------
                                               Clyde G. Nixon, President
                                       



Dated: December 18,1996





                                     -3-
<PAGE>   4


                                EXHIBIT INDEX

Exhibit                          DESCRIPTION

1.         Specimen of Certificate representing Registrant's Common
           Stock.  

2.1        Amended and Restated Certificate of Incorporation of
           Registrant, as filed with the Commission as Exhibit 3.1
           to the Pre-Effective Amendment No. 4 to Registrant's
           Registration Statement on Form S-1 (filed with the Commission
           on December 19, 1996), File No. 333-14183, are hereby
           incorporated herein by this reference.

2.2        Bylaws of Registrant, as filed with the Commission as Exhibit
           3.2 to the Pre-Effective Amendment No. 4 to Registrant's
           Registration Statement on Form S-1 (filed with the Commission
           on December 19, 1996), File No. 333-14183, are hereby
           incorporated herein by this reference.





                                     -4-

<PAGE>   1
                                                                       EXHIBIT 1


                            [SUN HYDRAULICS LOGO(R)]


                                               SEE REVERSE FOR
 
                                              CERTAIN DEFINITIONS
 
                         SUN HYDRAULICS CORPORATION

<TABLE>

<S>                     <C>                                                     <C>
     
          INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA                   CUSIP 866942 10 5
  
THIS CERTIFIES THAT
  





IS THE OWNER OF
 
FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF $.001 PER SHARE OF
     ----------------------------                                          -----------------------------     
- ---------------------------------        SUN HYDRAULICS CORPORATION        ----------------------------------
     ----------------------------                                          -----------------------------
</TABLE>

transferable on the book of the Corporation by the holder hereof in person or by
duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and
Registrar.
 
     IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed with the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Corporation.

Dated
 
                                      [SEAL]

                 Secretary                                Chairman
 
<PAGE>   2
 
    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:
 
<TABLE>
<S>      <C>                                              <C>   
TEN COM  -- as tenants in common                          UNIF GIFT MIN ACT -- ......... Custodian .........
TEN ENT  -- as tenants by the entireties                                         (Cust)             (Minor)
JT TEN   -- as joint tenants with right of                                      under Uniform Gifts to Minors
            survivorship and not as tenants in common                           Act..........................
                                                                                          (State)

</TABLE>
 
    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 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 CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.
 
DATED:
                                    ___________________________________________

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


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