SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONSERVER CORPORATION OF AMERICA
(Exact name of Registrant as specified in its charter)
Delaware 65-0675901
(State of incorporation (IRS Employer Identification
or organization) Number)
2655 Le Jeune Road, Suite 535, Coral Gables, Florida 33134
(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 registered each class is to be registered
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NONE NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
Redeemable Common Stock Purchase Warrants
-----------------------------------------
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Conserver Corporation of America (the "Registrant") is authorized
to issue 4,000,000 shares of Common Stock, par value $.001 per share ("Common
Stock") and 4,000,000 Redeemable Common Stock Purchase Warrants ("Redeemable
Warrants"). A description of the Registrant's Common Stock and Redeemable
Warrants is set forth under "Description of Securities" in Registrant's
Registration Statement on Form S-1 [File No. 333-16571] (the "Registration
Statement") and such description is incorporated herein by reference.
Item 2. Exhibits.
4.1 Specimen certificate evidencing Registrant's Common Stock (1)
4.2 Specimen certificate evidencing Registrant's Redeemable
Warrants (1)
4.3 Certificate of Incorporation of Registrant and Amendments
thereto (1)
4.4 By-laws of Registrant (1)
4.5 Form of Warrant Agreement between Registrant, the Representative
and Continental Stock Transfer & Trust Company, as Warrant Agent
(including form of Redeemable Common Stock Purchase Warrant) (1)
4.6 "Description of Securities" on pages 39-41 of Amendment No. 2 to
the Registrant's Registration Statement (1)
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(1) Heretofore filed as an Exhibit to the Registration Statement and
incorporated herein by reference.
<PAGE>
SIGNATURES
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.
CONSERVER CORPORATION OF AMERICA
By: /s/ Charles H. Stein
Charles H. Stein
President
Dated: February 27, 1997
