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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
EVERCEL, INC.
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(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE 06-1528142
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(State of Incorporation) (I.R.S. Employer
Identification No.)
3 GREAT PASTURE ROAD, DANBURY, CONNECTICUT 06813
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE N/A
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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:
333-64931
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
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(Title of Class)
RIGHTS
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Common Stock, $.01 par value, included under
the caption "DESCRIPTION OF SECURITIES", and the description of the Registrant's
Rights included under the caption "THE RIGHTS OFFERING", each as set forth in
the Prospectus contained in the Registration Statement on Form SB-2 of the
Registrant (Registration Statement No. 333-64931) (the "Registration
Statement"), filed with the Securities and Exchange Commission on September 30,
1998, as amended thereafter, is incorporated herein by reference. Any form of
prospectus subsequently filed by the Registrant in connection with the
Registration Statement pursuant to Rule 424(b) of the Securities Act of 1933, as
amended, shall be deemed to be incorporated herein by reference.
ITEM 2. EXHIBITS.
3.1. Form of Amended and Restated Certificate of Incorporation of
the Company.*
3.2. Form of Restated By-laws of the Company.*
4.1 Form of Specimen Stock Certificate.*
4.2 Form of Subscription Certificate for the Rights.*
4.3 Form of Rights Agent Agreement between the Company and
Continental Stock Transfer & Trust Company.*
4.4 Subscription Instructions, including Notice of Guaranteed
Delivery and Notice of Guaranteed Payment.*
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*Not filed herewith. In accordance with Rule 12b-32 promulgated pursuant to the
Securities Exchange Act of 1934, as amended, reference is made to the documents
previously filed with the Commission as exhibits of the same number to the
Registration Statement on Form SB-2 of the Registrant (Registration Statement
No. 333-64931), filed with the Securities and Exchange Commission on September
30, 1998, as amended thereafter, which are incorporated by reference herein.
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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, thereunto duly authorized.
Dated: February 18, 1999 EVERCEL, INC.
By:/S/ JOSEPH G. MAHLER
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Joseph G. Mahler
Treasurer and Acting Chief Financial Officer
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