<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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------------
MEDIS TECHNOLOGIES LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3669062
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
805 THIRD AVENUE
NEW YORK, NEW YORK 10022
(Address of Principal Executive Offices) (Zip Code)
----------------------
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: 333-83945
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
------------------- ------------------------------
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the common stock, par value $0.01 per share (the
"Common Stock"), of Medis Technologies Ltd. (the "Registrant") will be contained
in a prospectus, constituting part of the Registrant's Registration Statement on
Form S-1 (File No. 333-83945) relating to the Common Stock, to be filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (such prospectus as
filed pursuant to Rule 424(b), the "Prospectus"). The description of the Common
Stock contained in the Prospectus is hereby incorporated by reference into this
Form 8-A.
ITEM 2. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
3.1 Restated Certificate of Incorporation of the Registrant*
3.2 Restated By-Laws of the Registrant*
4.1 Form of certificate evidencing shares of Common Stock*
* Denotes document filed or to be filed as an exhibit to the Registrant's
Registration Statement on Form S-1 (File No. 333-83945) and
incorporated herein by reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
MEDIS TECHNOLOGIES LTD.
By: /s/ Robert K. Lifton
----------------------------------
Robert K. Lifton
Chairman and Chief Executive Officer
Date: April 18, 2000