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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Image Technology Laboratories, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 22-3531373
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
167 Schwenk Drive, Kingston, New York 12401
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(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), please 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 to become effective
pursuant to General Instruction A.(d), please check the following box. [X]
Securities Act registration statement to which this form relates:
333-336787
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
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value, $0.01 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 at page 39 of the
Prospectus forming part of the Registration Statement on Form SB-2 filed under
the Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission on March 30, 2000, Registration No.
333-336787 (the "Registration Statement") on behalf of Image Technology
Laboratories, Inc. (the "Registrant"), which is hereby incorporated by reference
for all purposes.
Item 2. Exhibits.
1. Articles of Incorporation, as amended, of the Registrant are
incorporated herein by reference to Exhibit 3.1 to the
Registration Statement.
2. By-laws of the Registrant are incorporated herein by reference
to Exhibit 3.2 to the Registration Statement.
3. Specimen Certificate for Shares of the Common Stock of the
Registrant is incorporated herein by reference to Exhibit 4.1
to the Registration Statement.
4. Form of Private Placement Warrant of the Registrant is
incorporated herein by reference to Exhibit 4.3 to the
Registration Statement.
5. Form of Investor Warrant of the Registrant is incorporated
herein by reference to Exhibit 4.4 to the Registration
Statement.
6. Form of Oakes Warrant of the Registrant is incorporated herein
by reference to Exhibit 4.5 to the Registration Statement.
7. Image Technology 1998 Stock Option Plan is incorporated herein
by reference to Exhibit 10.1 to the Registration Statement.
8. Stockholders Agreement dated January 16, 1998 among certain
investors and Image Technology is incorporated herein by
reference to Exhibit 10.2 to the Registration Statement.
9. Form of Registration Rights Agreement dated February 2000
among certain investors and Image Technology is incorporated
herein by reference to Exhibit 10.3 to the Registration
Statement.
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 Securities Act.
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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, duly authorized
officer.
IMAGE TECHNOLOGY LABORATORIES, INC.
By: /s/ David Ryon
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David Ryon, MD
CEO, President, Chairman of the Board
Dated: August 10, 2000
