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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
SUN HYDRAULICS INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 59-0696969
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(State of incorporation (IRS Employer
or organization) Identification No.)
1500 WEST UNIVERSITY PARKWAY
SARASOTA, FLORIDA 34623
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(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
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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
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(Title of Class)
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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 Incorporated, a Delaware
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. 2 to the
Registrant's Registration Statement on Form S-1, filed with the Securities and
Exchange Commission on November 27, 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 Certificate of Incorporation of Registrant, as filed with the
Commission as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (filed with the Commission on October 15,
1996), File No. 333-14183, is hereby incorporated herein by this
reference.
2.2 Bylaws of Registrant, as filed with the Commission as Exhibit
3.2 to the Registrant's Registration Statement on Form S-1
(filed with the Commission on October 15, 1996), File No.
333-14183, is hereby incorporated herein by this reference.
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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 hereunto duly authorized.
SUN HYDRAULICS INCORPORATED
By: /s/ Clyde G. Nixon
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Clyde G. Nixon, President
Dated: December 5, 1996
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EXHIBIT INDEX
Exhibit DESCRIPTION
-----------
1. Specimen of Certificate representing Registrant's Common
Stock.
2.1 Certificate of Incorporation of Registrant, as filed with the
Commission as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (filed with the Commission on October
15, 1996), File No. 333-14183, is hereby incorporated herein
by this reference.
2.2 Bylaws of Registrant, as filed with the Commission as Exhibit
3.2 to the Registrant's Registration Statement on Form S-1
(filed with the Commission on October 15, 1996), File No.
333-14183, is hereby incorporated herein by this reference.
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Exhibit 1
[SUN HYDRAULICS LOGO(R)]
SEE REVERSE FOR
CERTAIN DEFINITIONS
SUN HYDRAULICS INCORPORATED
<TABLE>
<S> <C> <C>
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 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 INCORPORATED ----------------------------------
---------------------------- -----------------------------
</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
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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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COUNTERSIGNED AND REGISTERED:
SUNTRUST BANK, ATLANTA
ATLANTA, GEORGIA, TRANSFER AGENT AND REGISTRAR
By
AUTHORIZED SIGNATURE
