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
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INTERNATIONAL ISOTOPES INC.
(Exact name of registrant as specified in its charter)
Texas 74-2763837
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
2600 Longhorn Boulevard, Suite 105 Austin, Texas 78758
(Address of principal executive offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration of a
of a class of debt securities and is class of debt securities and is to become
effective upon filing pursuant to effective simultaneously with the
General Instruction A(c)(1) effectiveness of a concurrent registration
check the following box. [ ] statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be registered Name of each exchange
on which each class is
to be registered
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
Page 1 of 4 Pages)
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Item 1. Description of Registrant's Securities to be Registered.
The shares of Common Stock currently outstanding are validly issued, fully
paid and non-assessable. Each holder of Common Stock is entitled to one vote for
each share owned of record on all matters voted upon by the stockholders. In the
event of a liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled to share equally and ratably in the assets of the
Company, if any, remaining after the payment of all debts and liabilities of the
Company and the liquidation preference of any outstanding Preferred Stock. The
holders of the Common Stock have no preemptive rights or cumulative voting
rights and there are no redemption, sinking fund or conversion provisions
applicable to the Common Stock.
Holders of Common Stock are entitled to receive dividends if, as and when
declared by the Board of Directors, out of funds legally available for such
purpose, subject to the dividend and liquidation rights of any Preferred Stock
that may be issued.
Pursuant to the Company's Restated Articles of Incorporation, the Board of
Directors is authorized, without further action by the stockholders, to issue
shares of Preferred Stock in one or more series and to establish the
designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion rights and other special or relative rights of
any series of Preferred Stock so issued. The issuance of shares of Preferred
Stock could materially adversely affect the voting power and other rights of
holders of Common Stock. Because the terms of the Preferred Stock may be fixed
by the Board of Directors without stockholder action, the Preferred Stock could
be issued quickly with terms designated to defeat a proposed takeover of the
Company, or to make the removal of management or the directors of the Company
more difficult. The authority to issue Preferred Stock or rights to purchase
such stock could be used to discourage a change in control of the Company.
Management of the Company is not aware of any threatened transactions to obtain
control of the Company, and the board has no current plans to issue any shares
of Preferred Stock.
Page 2 of 4 Pages
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Item 2. Exhibits.
3.1 Copy of Registrant's Restated Articles of Incorporation. (1)
3.2 Copy of Registrant's By-laws. (1)
4.1 Specimen Common Stock Certificate. (1)
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(1)Filed as Exhibit with corresponding Exhibit No. to Registrant's Registration
Statement on Form SB-2 (File No. 333-26269) and incorporated herein by reference
thereto.
Page 3 of 4 Pages
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
INTERNATIONAL ISOTOPES INC.
(Registrant)
By: /s/ Ira Lon Morgan
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Ira Lon Morgan
Chairman of the Board
Dated: July 30, 1997
Page 4 of 4 Pages
