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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
OSCA, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 72-0868136
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
156 Commission Boulevard, Lafayette,
Louisiana 70508
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(Address of Principal Executive Offices (Zip Code)
of the Registrant)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange Act
Act and is effective pursuant to General and is effective pursuant to General Instruction A.(d),
Instruction A.(c), please check the following box. [ ] please check the following box. [X]
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Securities Act registration statement file number to which this form
relates: 333-31956
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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 which
to be so Registered Each Class is to be Registered
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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
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(Title of Class)
Page 1 of 3 Pages
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Class A Common Stock, par value $.01 per share
(the "Common Stock"), of OSCA, Inc. (the "Company") as included under
the caption "Description of Capital Stock" in the Prospectus forming a
part of the Registration Statement on Form S-1, as originally filed
with the Securities and Exchange Commission (the "Commission") on
March 8, 2000 (Registration No. 333-31956), including exhibits, and as
may be subsequently amended from time to time (the "Registration
Statement"), is hereby incorporated by reference. In addition, all of
the above-referenced descriptions included in any Prospectus relating
to the Registration Statement filed with the Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, shall be
deemed to be incorporated by reference herein. Capitalized terms used
herein and not otherwise defined having the meanings assigned to them
in the Registration Statement.
Item 2. Exhibits.
Number Description
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1. Form of Restated Certificate of Incorporation of Company,
incorporated by reference to Exhibit 3.1 of the Registration
Statement.
2. Form of Amended and Restated By-Laws of the Company,
incorporated by reference to Exhibit 3.2 of the Registration
Statement.
3. Form of certificate representing the shares of Class A Common
Stock, incorporated by reference to Exhibit 4.1 of the
Registration Statement.
4. Form of Registration Rights Agreement, incorporated by
reference to Exhibit 10.5 to the Registration Statement.
Page 2 of 3 Pages
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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 to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: May 26, 2000 THERMA-WAVE, INC.
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(Registrant)
By: /s/ Steven J. Brading
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Name: Steven J. Brading
Title: Chief Financial Officer
Page 3 of 3 Pages
