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As filed with the Securities and Exchange Commission on June 24, 1997
Registration No. ___-_____
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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
THE SECURITIES EXCHANGE ACT OF 1934
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VISTA MEDICAL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 94-3184035
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
5451 AVENIDA ENCINAS, SUITE A
CARLSBAD, CALIFORNIA 92008
(Address of Principal Executive Office) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of debt
debt securities and is securities and is to become effective
effective upon filing simultaneously with the effectiveness
pursuant to General of a concurrent registration statement
Instruction A(c)(1) please under the Securities Act of 1933
check the following box. / / 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
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Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Capital Stock--Common Stock" in the Company's
Registration Statement on Form S-1 (Registration No. 333-22985)
filed with the Securities and Exchange Commission (the
"Commission") on March 7, 1997 and any amendments to the
Registration Statement made prior to the effective date
(collectively, the "Registration Statement"), each of which is
hereby incorporated herein by reference. The form of Prospectus
filed by the registrant pursuant to Rule 424(b) promulgated under
the Securities Act of 1933, as amended, shall be deemed to be
incorporated by reference into the Registration Statement.
ITEM 2. EXHIBITS.*
1. Amended and Restated Certificate of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's Registration
Statement.
2. Form of Second Restated Certificate of Incorporation of the
Company to become effective immediately prior to the
Offering, filed as Exhibit 3.2 to the Company's Registration
Statement.
3. Bylaws of the Company, as amended, filed as Exhibit 3.3 to
the Company's Registration Statement.
4. Form of Restated Bylaws of the Company to be effective upon
completion of the Offering, filed as Exhibit 3.4 to the
Company's Registration Statement.
5. Form of Certificate for Common Stock, filed as Exhibit 4.1
to the Company's Registration Statement.
* Pursuant to Instruction II, each exhibit listed in this Item 2 is
being simultaneously filed with copies of this Registration
Statement on Form 8-A filed with The Nasdaq Stock Market and
shall not be deemed to be filed with or incorporated by reference
in (except to the extent noted in Item 1 above) copies of this
Registration Statement on Form 8-A filed with the Commission.
Each exhibit listed in this Item 2 was previously filed with the
Commission as an exhibit to the Registration Statement.
2
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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, thereto duly authorized.
VISTA MEDICAL TECHNOLOGIES, INC.
Date: June 24, 1997 By: /s/ John R. Lyon
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John R. Lyon,
President and Chief Executive Officer
3
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 8-A
UNDER
SECURITIES EXCHANGE ACT OF 1934
VISTA MEDICAL TECHNOLOGIES, INC.
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EXHIBIT INDEX
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Exhibit
Number Exhibit*
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1. Amended and Restated Certificate of Incorporation of the Company,
filed as Exhibit 3.1 to the Company's Registration Statement.
2. Form of Second Restated Certificate of Incorporation of the Company to
become effective immediately prior to the Offering, filed as Exhibit
3.2 to the Company's Registration Statement.
3. Bylaws of the Company, as amended, filed as Exhibit 3.3 to the
Company's Registration Statement.
4. Form of Restated Bylaws of the Company to be effective upon completion
of the Offering, filed as Exhibit 3.4 to the Company's Registration
Statement.
5. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Company's Registration Statement.
* Pursuant to Instruction II, each exhibit listed above is being
simultaneously filed with copies of this Registration Statement on Form 8-A
filed with The Nasdaq Stock Market and shall not be deemed to be filed with
or incorporated by reference in (except to the extent noted in Item 1
above) copies of this Registration Statement on Form 8-A filed with the
Commission. Each exhibit listed above was previously filed with the
Commission as an exhibit to the Registration Statement.
