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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
NUVERA FUEL CELLS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3403793
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
15 Acorn Park
Cambridge, MA 02140
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates: 333-49500
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(If applicable)
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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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
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Common Stock, par value $.01
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Item 1: Description of Registrant's Securities to be Registered
The description under the heading "Description of Capital Stock" relating
to the Registrant's Common Stock, $.01 par value per share (the "Common
Stock"), in the Prospectus included in the Registrant's Registration Statement
on Form S-1 (Registration No. 333-49500) (the "Registration Statement on Form
S-1") as originally filed with the Securities and Exchange Commission on
November 8, 2000, as amended, and the description under the heading
"Description of Capital Stock" relating to the Common Stock in the Registrant's
final Prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, are incorporated
herein by reference.
Item 2: Exhibits
The following exhibits have been filed with the Securities and Exchange
Commission:
Exhibit Number Description
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3.1* Amended and Restated Certificate of Incorporation
3.2* Bylaws
4.1* Form of Common Stock Certificate
* Incorporated by reference to the identically numbered exhibit to the
Registration Statement on Form S-1.
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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, thereto duly authorized.
Nuvera Fuel Cells, Inc.
By: /s/ Jeffrey M. Bentley
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Name: Jeffrey M. Bentley
Title: Senior Vice President
Date: November 22, 2000
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