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As filed with the Securities and Exchange Commission on February 3, 1998
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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
SECURITIES EXCHANGE ACT OF 1934
AMBIENT CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 98-0166007
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
270 Madison Avenue, New York, New York 10016
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of If this form relates to the registration of a
securities pursuant to Section 12(b) of the Exchange Act class of securities pursuant to Section 12(g)
and is effective pursuant to General Instruction A(c) of the Exchange Act and is effective
please check the following box: [ ] pursuant to General Instruction A(d)
please check the following box: [X]
Securities Act registration statement file number to which this form relates: 333-40045
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be Registered
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N/A N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
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Title of Class
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Item 1. Description of Registrant's Securities to be Registered/
- ------ Common Stock, $.001 Par Value
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Reference is made to the caption "DESCRIPTION OF SECURITIES"
on pages 54 through 56 of Amendment No. 1 to the Registrant's Registration
Statement (No. 333-40045) on Form SB-2 (the "Registration Statement") as filed
with the Securities and Exchange Commission on January 23, 1998, pursuant to the
rules and regulations promulgated under the Securities Act of 1933, as amended
(the "Securities Act"). The description of the securities contained therein and
appearing subsequently in any prospectus included in such Registration Statement
filed pursuant to Rule 424(b) under the Securities Act shall be deemed to have
been incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits
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All exhibits referred to by the Instructions as to Exhibits,
as previously filed with the Securities and Exchange Commission, are
incorporated herein by reference, including:
(a) Certificate of Incorporation of the Registrant, as
amended, incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2 (File No. 333-40045), as filed with the
Securities and Exchange Commission on November 12, 1997;
(b) By-Laws of the Registrant, as amended, incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on Form SB-2
(File No. 333-40045), as filed with the Securities and Exchange Commission on
November 12, 1997; and
(c) Specimen Common Stock Certificate, incorporated by
reference to Exhibit 4.1 to the Registrant's Amendment No. 1 to the Registration
Statement on Form SB-2 (File No. 333-40045), as filed with the Securities and
Exchange Commission on January 23, 1998.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
on Form 8-A to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMBIENT CORPORATION
By: /s/ Jacob Davidson
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Jacob Davidson
President and Chief Executive Officer
Dated: February 3, 1998
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