<PAGE> 1
U.S. 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
---------------------
LUMINEX LIGHTING, INC.
(Name of registrant as specified in its charter)
---------------------
CALIFORNIA 95-4467158
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
---------------------
13710 Ramona Avenue
Chino, CA 91710
(909) 591-5653
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
---------------------
COPIES TO:
Lawrence W. Horwitz, Esq.
Horwitz & Beam
Two Venture Plaza, Suite 350
Irvine, CA 92618
(949) 453-0300
---------------------
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Common Stock, no par value ("Common Stock")
Warrants to purchase shares of Common Stock
Common Stock, issuable upon exercise of warrants
Underwriter Warrants
Common Stock, issuable upon exercise of Underwriter Warrants
Warrants issuable upon exercise of Underwriter Warrants
Common Stock issuable upon exercise of warrants underlying Underwriter
Warrants
Common Stock, issued in connection with bridge financing
Common Stock, underlying warrants issued in connection with bridge
financing
Common Stock, underlying options issued pursuant to Employee Stock
Option Plan
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the description of the terms of the securities
prepared in compliance with Item 202 of Regulation S-B set forth beneath the
captions "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources," "Description of
Securities," "Underwriting," and "Legal Matters" in the prospectus filed by
Luminex Lighting, Inc. (the "Registrant") with the Securities and Exchange
Commission as part of the Registrant's Registration Statement on Form SB-2,
Registration No. 333-58025 (the "Registration Statement").
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
1.1 Form of Underwriting Agreement
1.2 Form of Underwriter's Warrant
1.3 Selected Dealers Agreement (form)
3.1 Articles of Incorporation of Luminex Lighting, Inc., a
California corporation, dated January 21, 1994
3.2 Amended Articles of Incorporation of Luminex Lighting, Inc., a
California corporation, dated September 5, 1997
3.3 Bylaws of Luminex Lighting, Inc., dated January 22, 1994
3.4 Certificate of Amendment of Bylaws of Luminex Lighting, Inc.,
dated October 15, 1995
4.1 Lock-Up Agreement (form)
4.2 Specimen of Common Stock Certificate of Luminex Lighting, Inc.
4.3 Form of Warrant Agreement and Warrant Certificate
4.4 Subscription Agreement
5 Opinion of Horwitz & Beam
10.1 Lease Agreement, Chino, California, dated June 26, 1997
10.2 Luminex Lighting, Inc. Benefit Plan, Annual Salary, and Bonus
Compensation Plan for Wasif Siddiqui, dated June 30, 1996
10.3 Luminex Lighting, Inc. Bonus Compensation Plan for Charles
Boulos, dated December 15, 1996
10.4 Luminex Lighting, Inc. 1997 Incentive and Nonstatutory Stock
Option Plan, dated May 5, 1997
10.5 Luminex Lighting, Inc. Annual Salary and Bonus Compensation Plan
for Tasneem Siddiqui, dated August 19, 1997
10.6 Lease Agreement, Milford, Massachusetts, dated November 19, 1996
23.1 Consent of Stonefield Josephson, Inc., Certified Public
Accountants
23.2 Consent of Horwitz & Beam (included in their opinion set forth
in Exhibit 5 hereto)
24 Power of Attorney (see signature page)
</TABLE>
<PAGE> 3
SIGNATURES
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, in the City of Chino,
State of California, on July 10, 1998.
LUMINEX LIGHTING, INC.
By: /s/ Wasif Siddiqui
----------------------------------------
Wasif Siddiqui
President, Chief Executive Officer,
Chief Financial Officer, and Director
