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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
H POWER CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3010742
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1373 Broad Street
Clifton, New Jersey 07013
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. / / the following box. / x /
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SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER
TO WHICH THIS FORM RELATES: 333-34234
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 par value per share
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Common Stock is set forth under the section
entitled "Description of Capital Stock" on pages 56 through 58 of Amendment
No. 5 to the Registrant's Registration Statement (Registration No. 333-34234)
on Form S-1 (the "Registration Statement") filed under the Securities Act of
1933, as amended (the "Act"), with the Securities and Exchange Commission on
July 28, 2000, which is hereby incorporated herein by reference for all
purposes.
ITEM 2. EXHIBITS
1. Constituent instruments defining rights of holders of securities to be
registered.
1.1 Restated Certificate of Incorporation of the Registrant,
incorporated herein by reference to Exhibit 3.2 of the
Registration Statement.
1.2 Amended and Restated By-Laws of the Registrant, incorporated
herein by reference to Exhibit 3.4 of the Registration
Statement.
1.3 Registration Rights Agreement, dated as of March 25, 1996,
between the Registrant and Duquesne Enterprises, incorporated
herein by reference to Exhibit 4.1 of the Registration
Statement.
1.4 Investor Rights Agreement, entered into as of May 22, 1996,
by and between the Registrant and Singapore Technologies
Automotive Ltd., incorporated herein by reference to
Exhibit 4.2 of the Registration Statement.
1.5 Investor Rights Agreement, entered into as of May 2, 1997,
by and between the Registrant and Sofinov Societe
Financiere D'Innovation Inc., Societe Innovatech Du Grand
Montreal and 9042-0175 Quebec Inc., incorporated herein by
reference to Exhibit 4.3 of the Registration Statement.
1.6 Stockholders' and Voting Agreement, dated as of April 5, 2000,
by and among the Registrant and certain common stockholders,
incorporated herein by reference to Exhibit 4.5 of the
Registration Statement.
1.7 Consulting Agreement made and entered into as of July 28, 1999,
beteeen the Registrant and Frederick Entman, incorporated
herein by reference to Exhibit 10.7 of the Registration
Statement.
1.8 Consulting Agreement made and entered into as of July 28, 1999,
between the Registrant and Norman Rothstein, incorporated herein
by reference to Exhibit 10.8 of the Registration Statement.
2. Specimen of each security to be registered hereunder.
2.1 Specimen Common Stock Certificate of the Registrant,
incorporated herein by reference to Exhibit 4.6 of the
Registration Statement.
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The Registrant hereby further incorporates by reference the description
of the Common Stock included in any form of prospectus subsequently filed by
the Registrant pursuant to Rule 424(b) under the Act.
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.
H POWER CORP.
By: /s/ Dr. H. Frank Gibbard
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Dr. H. Frank Gibbard
Chief Executive Officer
Date: July 28, 2000
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