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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
ATL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3824281
(State of Incorporation or organization) (IRS Employer Identification No.)
1515 SOUTH MANCHESTER AVENUE, ANAHEIM, CALIFORNIA 92802-2907
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and if
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(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
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(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 Class A Common Stock, par value
$0.0001 per share (the "Common Stock"), of ATL Products, Inc., a Delaware
corporation (the "Registrant"). The description of the Common Stock to be
registered hereunder set forth under the caption "Description of Securities" at
page 52 of the Registrant's Registration Statement on Form S-1 (Reg. No.
333-18537), filed with the Securities and Exchange Commission on December 23,
1996, is incorporated herein by this reference.
ITEM 2. EXHIBITS.
2.1 Specimen Certificate representing Registrant's Common Stock.
2.2 The following documents are included as Exhibits, as indicated, to
Registrant's Registration Statement on Form S-1 (Reg. No. 333-18537), filed with
the Securities and Exchange Commission on December 23, 1996 and incorporated
herein by this reference:
Form S-1
Exhibit Description Exhibit Number
(a) Certificate of Incorporation of Registrant, 3.1
as filed with the Delaware Secretary of State
on December 19, 1996.
(b) Certificate of Merger of Registrant, as filed 3.2
with the Delaware Secretary of State on
December 19, 1996.
(c) Bylaws of Registrant 3.3
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
ATL PRODUCTS, INC.
(Registrant)
Dated: January 17, 1997 By: /s/Kevin C. Daly
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Kevin C. Daly, Ph.D.
Chief Executive Officer, President
and Chairman of the Board
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EXHIBIT 2.1
CLASS A COMMON STOCK CLASS A COMMON STOCK
ATL PRODUCTS
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR
BOSTON, MA OR NEW YORK, NY CERTAIN DEFINITIONS
CUSIP 00207M 10 2
THIS CERTIFIES THAT
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK,
PAR VALUE $.0001 PER SHARE, OF
--------------------------ATL PRODUCTS, INC.------------------------
transferable on the books 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 and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
ATL PRODUCTS, INC.
(CORPORATE SEAL)
1996
DELAWARE
/s/ James A. Pipp /s/ Kevin C. Daly
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SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT AND REGISTRAR
BY [SIG]
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AUTHORIZED SIGNATURE
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The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.
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 UNIF GIFT MIN ACT - Custodian
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TEN ENT - as tenants by the (Cust) (Minor)
entireties
under Uniform Gifts to
JT TEN - as joint tenants with Minors Act
right of survivorship ---------------
and not as tenants (State)
in common
UNIF TRF MIN ACT - Custodian (until age )
------ --
(Cust)
under Uniform Transfers
-------
(Minor)
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
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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 Class A Common 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
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X
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X
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THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
NOTICE: 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
By
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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 S.E.C. RULE 17Ad-15.
