SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
INCSTAR CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1254731
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1990 INDUSTRIAL BOULEVARD
STILLWATER, MINNESOTA 55082
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Not Applicable
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of class)
This Registration Statement Consists of 9 Pages
Exhibit Index on Page 4
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, $.01 par value (the
"Common Stock"), of INCSTAR Corporation (the "Company") to be
registered hereunder is contained under the caption "Description
of INCSTAR Capital Stock" in the Prospectus and Joint Proxy
Statement constituting a part of the Registration Statement on
Form S-4 (File No. 33-30785) filed by the Company with the
Securities and Exchange Commission on September 6, 1989,
including all amendments thereto, which description is
incorporated herein by reference.
ITEM 2. EXHIBITS.
3.1 Restated Articles of Incorporation of INCSTAR
Corporation, as amended to date (incorporated by
reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-8, File No. 33-84498).
3.2 Bylaws of INCSTAR Corporation, as amended to date
(incorporated by reference to Exhibit 4.2 to Registrant's
Registration Statement on Form S-8, File No. 33-84498).
4.1 Specimen Certificate representing the Common Stock, par
value $.01 per share, of INCSTAR Corporation
(incorporated by reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-3, File No. 33-37805).
4.2 Note Purchase Agreement, dated December 27, 1991
between INCSTAR Corporation and Fiat Finance, U.S.A. Inc.
(incorporated by reference to Exhibit 4.2 to Registrant's
Report on Form 10-K for the year ended December 31, 1991,
File No. 1-9800).
4.3 Form of Warrant Certificate issued by INCSTAR
Corporation in favor of Bioengineering International B.V.
(now BioFin Holding International B.V.) (incorporated by
reference to Exhibit 10.11 to Registrant's Registration
Statement on Form S-4, File No. 33-30785).
4.4 Form of Purchase Rights Agreement between
Bioengineering International B.V. (now BioFin Holding
International B.V.) (incorporated by reference to Exhibit
10.12 to Registrant's Registration Statement on Form S-
4, File No. 33-30785).
99.1 Application for Withdrawal from Listing of Securities
Pursuant to Section 12(d) of the Securities Act of 1934
and Rule 12d2-2(d), filed with the Securities and
Exchange Commission on May 10, 1996 (filed herewith).
99.2 Letter, dated April 29, 1996, from INCSTAR Corporation
to the American Stock Exchange, Inc. regarding withdrawal
from listing of the Common Stock of INCSTAR Corporation
(filed herewith).
99.3 Letter, dated May 1, 1996, from the American Stock
Exchange, Inc. to INCSTAR Corporation (filed herewith).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: May 20, 1996
INCSTAR Corporation
By /s/ Thomas P. Maun
Thomas P. Maun
Vice President/Chief Financial Officer
<PAGE>
INCSTAR CORPORATION
FORM 8-A EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
3.1 Restated Articles of Incorporation of
INCSTAR Corporation, as amended to date
(incorporated by reference to Exhibit
4.1 to Registrant's Registration
Statement on Form S-8, File No. 33-
84498).
3.2 Bylaws of INCSTAR Corporation, as
amended to date (incorporated by
reference to Exhibit 4.2 to
Registrant's Registration Statement on
Form S-8, File No. 33-84498).
4.1 Specimen Certificate representing
the Common Stock, par value $.01 per
share, of INCSTAR Corporation
(incorporated by reference to Exhibit
4.1 to Registrant's Registration
Statement on Form S-3, File No. 33-
37805).
4.2 Note Purchase Agreement, dated
December 27, 1991 between INCSTAR
Corporation and Fiat Finance, U.S.A.
Inc. (incorporated by reference to
Exhibit 4.2 to Registrant's Report on
Form 10-K for the year ended
December 31, 1991, File No. 1-9800).
4.3 Form of Warrant Certificate issued
by INCSTAR Corporation in favor of
Bioengineering International B.V. (now
BioFin Holding International B.V.)
(incorporated by reference to Exhibit
10.11 to Registrant's Registration
Statement on Form S-4, File No. 33-
30785).
4.4 Form of Purchase Rights Agreement
between Bioengineering International
B.V. (now BioFin Holding International
B.V.) (incorporated by reference to
Exhibit 10.12 to Registrant's
Registration Statement on Form S-4,
File No. 33-30785).
99.1 Application for Withdrawal from
Listing of Securities Pursuant to
Section 12(d) of the Securities Act of
1934 and Rule 12d2-2(d), filed with the
Securities and Exchange Commission on
May 10, 1996 (filed herewith).
99.2 Letter, dated April 29, 1996, from
INCSTAR Corporation to the American
Stock Exchange, Inc. regarding
withdrawal from listing of the Common
Stock of INCSTAR Corporation (filed
herewith).
99.3 Letter, dated May 1, 1996, from the
American Stock Exchange, Inc. to INCSTAR
Corporation (filed herewith).
As filed with the Securities and Exchange Commission on May 10, 1996
Commission File No: 1-9800
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Application For Withdrawal From Listing
of Securities Pursuant to Section 12(d) of
the Securities Act of 1934 and
Rule 12d2-2(d)
INCSTAR Corporation
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-1254731
(State of Incorporation or Organization) (I.R.S. Employer I.D. No.)
1990 Industrial Boulevard, Stillwater, MN 55082
(Address of Principal Executive Offices) (Zip Code)
Securities to be Withdrawn
Pursuant to Section 12(d) of the Act:
Title of each class Name of Exchange on which
to be withdrawn class is to be withdrawn
Common Stock American Stock Exchange
$.01 par value
per share
<PAGE>
INCSTAR Corporation, a Minnesota corporation (the "Company"), hereby
makes application pursuant to Section 12(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12d-2(d) promulgated
thereunder to withdraw its common stock, $.01 par value (the "Common
Stock"), from listing and registration on the American Stock Exchange.
At the present time, the Company has 16,413,350 shares $0.01 par
value, of Common Stock authorized for listing on the American Stock
Exchange (CUSIP No.: 453370 10 8).
The Board of Directors of the Company unanimously approved resolutions
on February 28, 1996 to withdraw the Company's Common Stock from
listing on the American Stock Exchange and, instead, list such Common
Stock on the National Association of Securities Dealers Automated
Quotations National Market System ("Nasdaq/NMS"). The decision of the
Board followed a lengthy study of the matter and was based upon the
belief that listing of the Common Stock on the Nasdaq/NMS will be more
beneficial to its shareholders than the present listing on the
American Stock Exchange because:
1. The Nasdaq/NMS system of competing market makers should result in
increased visibility and sponsorship for the Common Stock of the
Company than is currently the case under the single specialist system
on the American Stock Exchange, Inc.;
2. Greater liquidity and less volatility in prices per share when
trading volume is light might be expected as a result of listing on
the Nasdaq/NMS than is presently the case on the American Stock
Exchange;
3. Listing on the Nasdaq/NMS system might be expected to result in
there being a greater number of market makers in the Common Stock of
the Company and expanded capital base available for trading in such
stock;
4. Because it might be expected that a larger number of firms will
make a market in the Common Stock, it might also be expected that
there will be a greater interest in information and research reports
respecting the Company and as a result there may be an increase in the
number of institutional research and advisory reports reaching the
investment community with respect to the Company;
The Company has complied with the rules of the American Stock Exchange
("Amex") by notifying the Amex of its intention to withdraw its Common
Stock from listing on the Exchange by letter dated April 29, 1996. A
copy of the letter is attached hereto. The Amex replied by letter
dated May 6, 1996, a copy of which is attached hereto, advising that
while they disagreed with the reasons advanced in support of the
decision to delist, the Amex would not interpose any objection to such
action nor require the Company to send common shareholders any
statement with respect thereto. By reason of Section 12(g) of the
Exchange Act and the rules and regulations thereunder, the Company
shall continue to be obligated to file reports under Section 13 of the
Exchange Act with the Securities and Exchange Commission.
The Company hereby requests that the Commission's order granting this
application be effective May 28, 1996. The company intends to
announce the change to its shareholders on May 21, 1996 with first
trade date to occur on May 28, 1996.
In consideration of the above, the Company hereby requests that the
Commission issue an order in accordance with Section 12(d) of the
Securities Exchange Act of 1934 and Rule 12d2-2(d) promulgated
thereunder, permitting the Company to withdraw its shares of Common
Stock from listing on the American Stock Exchange.
Dated: May 9, 1996
INCSTAR Corporation
By: /s/Thomas P. Maun
Thomas P. Maun
Vice President / Chief Financial Officer
April 29, 1996
Mr. Richard F. Syron
Chairman
Mr. Charles Stevens
Director
American Stock Exchange
86 Trinity Place
New York, NY 1006-1881
Gentlemen,
Pursuant to the American Stock Exchange Rule 18, INCSTAR Corporation
is hereby notifying you of its intention to withdraw its Common Stock
from listing and registration on the AMEX. This decision was arrived
at after numerous discussions with the investment community and our
Board of Directors. The Company intends to list on the Nasdaq
National Market System operated by the National Association of
Security Dealers. Enclosed is a certified copy of our Board
resolution dated February 28, 1996, which cites the reasons for this
decision.
I would like to request that you indicate in writing to INCSTAR that
you do not object to the Company withdrawing its securities from the
AMEX. I have enclosed a return envelope for your convenience.
INCSTAR would like to thank you for your representation over the last
several years and we are hopeful that you understand our rationale for
this action. We wish you success in your future business and we thank
you for your prompt attention to this matter.
If you have any questions, please feel free to contact me at (612)-779-
1708.
Sincerely,
/s/Tom Maun
Tom Maun
Vice President and Chief Financial Officer
May 1, 1996
Mr. Tom Maun
Vice President and Chief Financial Officer
INCSTAR Corporation
1990 Industrial Boulevard
P.O. Box 285
Stillwater, Minnesota 55082-0285
Dear Mr. Maun:
We have reviewed a copy of the resolution adopted by the Company's
Board of Directors on February 28, 1996 which authorizes the
withdrawal of the Company's Common Stock from listing and registration
on the Exchange.
While we do not agree with the reasons for taking this action, we have
determined not to interpose an objection to the Company filing an
application with the Securities and Exchange Commission to remove the
issue from listing on the Amex or to require the Company to give its
shareholders prior notice of its intention to file such application.
As provided by SEC Rule 12d2-2, a copy of this application should be
forwarded to the Exchange. Although the Amex intends to suspend
trading in the issue concurrently with its transfer to NASDAQ, the
listing will not be terminated until the Commission grants your
application. In this regard, we would appreciate being advised of the
transfer date at least five days in advance.
If you have any questions regarding this matter, please do not
hesitate to contact Carol C. Hoover at (212) 306-1424.
Sincerely,
/s/Michael S. Emen
MSE/rg
