OMEGA ORTHODONTICS INC
8-A12G, 1997-09-08
MANAGEMENT SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                -------------------------------------------------
                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                ------------------------------------------------

                            OMEGA ORTHODONTICS, INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                 95-4596853
(State of Incorporation or organization) (I.R.S. Employer Identification Number)

                ------------------------------------------------

                 3621 SILVER SPUR LANE, ACTON, CALIFORNIA 93510
               (Address of principal executive offices) (Zip Code)

                ------------------------------------------------

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

                                      None

         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 Act A.(c)(2), please check the following box. [ ]

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

                          Common Stock, $.01 par value
                                (Title of class)

                    Redeemable Common Stock Purchase Warrants
                                (Title of class)

<PAGE>

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

         The description of the securities of Registrant to be registered
hereunder is set forth under the heading "Description of Securities" in
Registrant's Registration Statement on Form SB-2, as amended (Registration No.
333-27179) (the "Registration Statement"), filed by Registrant with the
Securities and Exchange Commission, which description is incorporated herein by
reference.

ITEM 2.  EXHIBITS

         1. Registrant's Prospectus is contained within the Registration
Statement and is incorporated herein by reference.

         2. Certificate of Incorporation, as amended, of Registrant is set forth
in Exhibits 3.1 and 3.2 to the Registration Statement and is incorporated herein
by reference.

         3. By-Laws, as amended, of Registrant are set forth as Exhibit 3.3 to
the Registration Statement and are incorporated herein by reference.

         4. Specimen Common Stock Certificate of Registrant is set forth as
Exhibit 4.1 to the Registration Statement and is incorporated herein by
reference.

         5. Specimen Warrant Certificate of Registrant is included in Form of
Warrant Agreement between Registrant and Continental Stock Transfer & Trust
Company, as Warrant Agent, which is set forth as Exhibit 4.4 to the Registration
Statement and is incorporated herein by reference.


<PAGE>


                                    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, thereto duly authorized.

                                                OMEGA ORTHODONTICS, INC.
                                                      (Registrant)


Date:  September 8, 1997                       By:  /s/ Robert J. Schulhof
                                                    ----------------------------
                                               Robert J. Schulhof, President and
                                               Chief Executive Officer



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