<PAGE>
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
OMNICORDER TECHNOLOGIES INC.
---------------------------------------------------------
(Exact name of the registrant as specified in its charter)
Delaware (11-3386214)
----------------------- ------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
25 East Loop Road
Stony Brook, New York 11790-3350
------------------------ ------------------
(address of principal (zip code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None.
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of Securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this
form relates: 333-66093
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered consists of the Registrant's shares of
Common Stock. The holders of Common Stock are entitled to one vote per share on
all matters to be voted upon by the stockholders. The holders of Common Stock
are entitled to receive ratably such dividends, if any, as may be declared from
time to time by the Board of Directors out of funds legally available for that
purpose. In the event of a liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities, subject to prior distribution rights of
preferred stock, if any, then outstanding. The Common Stock has no preemptive or
conversion rights or other subscription rights. There are no redemption
provisions applicable to the Common Stock. All outstanding shares of Common
Stock are fully paid and non-assessable.
Item 2. Exhibits.
The following exhibits are filed pursuant to the instructions to item
2:
3(i) Certificate of Incorporation of the Company. (Filed as Exhibit
3(i) to the Registrant's registration statement on form SB-2 as filed with the
Commission on October 23, 1998 (the "Registration Statement") and incorporated
herein by reference).
3(ii) Bylaws of the Company. (Filed as Exhibit 3(ii) to Amendment No. 1
to the Registration Statement, as filed on December 9, 1998, and incorporated
herein by reference).
<PAGE>
4. Specimen Common Stock certificate. (Filed as Exhibit 4 to Amendment
No. 2 to the Registration Statement, as filed on January 28, 1999, and
incorporated herein by reference).
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.
OMNICORDER TECHNOLOGIES INC.
By: /s/ Mark A. Fauci
------------------------
Mark A. Fauci
President and CEO
