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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
DIDAX INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 54-1831588
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
4501 Daly Drive, Suite 103, Chantilly, Virginia 20151
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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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 $.01 per share
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(Title of class)
Redeemable Common Stock Purchase Warrants, par value $.01 per share
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
A description of the shares of Common Stock, par value $.01
per share and the Redeemable Common Stock Purchase Warrants, is contained in
the Registrant's Registration Statement on Form SB-2, SEC File No.333-25937
(the "Registration Statement") under the caption "Description of Securities."
Such information is incorporated herein by reference to such section of the
Registration Statement.
Item 2. Exhibits.
1. Form of Underwriting Agreement between the Registrant and the
Underwriter is Exhibit 1.1 to the Registration Statement. Exhibit 1.1 is
incorporated herein by reference.
2. Form of Selected Dealer Agreement between the Underwriter and
the Selected Dealers is Exhibit 1.2 to the Registration Statement. Exhibit 1.2
is incorporated herein by reference.
3. Form of Financial Advisory Agreement between the Registrant
and the Underwriter is Exhibit 1.3 to the Registration Statement. Exhibit
1.3 is incorporated herein by reference.
4. Certificate of Incorporation and Certificates of Amendment
and Certificate of Correction thereto of the Registrant is Exhibit 3.1 of the
Registration Statement. Exhibit 3.1 is incorporated herein by reference.
5. Bylaws and amendments thereto of the Registrant is Exhibit 3.2
of the Registration Statement. Exhibit 3.2 is incorporated herein by
reference.
6. Form of certificate evidencing shares of Common Stock is
Exhibit 4.1 of the Registration Statement. Exhibit 4.1 is incorporated herein
by reference.
7. Form of certificate evidencing Purchase Warrant is Exhibit 4.2
of the Registration Statement. Exhibit 4.2 is incorporated herein by
reference.
8. Form of Lock-Up Agreement is Exhibit 4.3 of the Registration
Statement. Exhibit 4.3 is incorporated herein by reference.
9. Form of Underwriter Warrant Agreement between the Registrant
and the Underwriter is Exhibit 4.4 of the Registration Statement. Exhibit 4.4
is incorporated herein by reference.
10. Form of Warrant Agreement between the Registrant and American
Stock Transfer & Trust Company is Exhibit 4.6 of the Registration Statement.
Exhibit 4.6 is incorporated herein by 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, thereto duly
authorized.
DIDAX INC.
(Registrant)
Date: September 17, 1997 By:/s/ Robert C. Varney
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Robert C. Varney, Ph.D.
Chairman of the Board of Directors,
Chief Executive Officer and Principal
Executive Officer
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