STARMET CORP
8-A12B, 1998-06-23
ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS
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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

                             STARMET CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

               MASSACHUSETTS                           04-2506761
- ----------------------------------------   ------------------------------------
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

2229 Main Street, Concord, Massachusetts                  01742
- ----------------------------------------                ----------
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code    (978) 369-5410
                                                      --------------

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), check the following box [X].

If this form relates to the registration of a class of securities pursuant to 
Section 12(g) of the Exchange Act and is effective pursuant to General 
Instruction A.(d), check the following box [ ].

Securities Act registration statement file number to which this form relates:  
333-49629.

   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

    Common Stock, $.10 par value           Nasdaq National Market

   Securities to be registered pursuant to Section 12(g) of the Act:

                                    None


                                    -1-

<PAGE>

Item 1.   Description of Registrant's Securities to be Registered

     A description of the Registrant's Common Stock, par value $.10 per 
share, is contained in Amendment No. 2 to the Registrant's Registration 
Statement on Form S-1 (Registration Statement No. 333-49629), filed with the 
Securities and Exchange Commission on June 12, 1998, under the caption 
"Description of Capital Stock," which description is incorporated herein by 
reference.

Item 2.   Exhibits

          The following exhibits are incorporated herein by reference:

          3(a)  Articles of Organization, as amended, of the Registrant. (1)

          3(b)  By-laws, as amended, of the Registrant. (2)

          4(i)  Form of Common Stock Certificate of Registrant.*

________________
*     Filed as exhibit herewith.

(1)   Incorporated by reference to the similarly numbered Exhibit to the 
      Registrant's Annual Report on Form 10-K for the fiscal year ended 
      September 30, 1997.

(2)   Incorporated by reference to the similarly numbered Exhibit to 
      Amendment No. 1 to the Registrant's Registration Statement on Form S-1
      filed on May 22, 1998.




                                    -2-

<PAGE>

                                  SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Act of 
1934, the Registrant has duly caused this Registration Statement to be signed 
on its behalf by the undersigned, thereto duly authorized.




Date: June 19, 1998                            /s/ ROBERT E. QUINN
                                               ---------------------------------
                                                   Robert E. Quinn
                                                   President





                                    -3-


<PAGE>

COMMON STOCK                                                        COMMON STOCK

                                      STARMET
                             Metallurgical Excellence

                                 STARMET CORPORATION
         INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS

THIS CERTIFICATE IS TRANSFERABLE IN                    CUSIP 855547 10 5
  BOSTON, MA OR NEW YORK, NY                 SEE REVERSE FOR CERTAIN DEFINITIONS


       This Certified that


                             JEFFRIES BANKNOTE CO.
                                  LOS ANGELES
                                    SPECIMEN


       is the owner of 

  FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.10, OF
STARMET CORPORATION transferable only on the books of the Corporation by the 
holder thereof in person or by duly authorized attorney upon the surrender of 
this certificate properly endorsed or assigned. This Certificate and the shares
represented hereby are subject to the laws of the Commonwealth of Massachusetts;
and to the Articles of Organization of the Corporation filed in the office of 
the Secretary of said Commonwealth, and to the By-laws of the Corporation as 
amended.

  This Certificate is not valid until countersigned by the Transfer Agent and 
  registered by the Registrar.

  IN WITNESS WHEREOF, the said Corporation has caused the facsimile signatures
  of the duly authorized officers and a facsimile of the corporate seal to be 
  printed hereon.

  Dated:

             George J. Matthews          [SEAL]           Robert E. Quinn
                 TREASURER                                   PRESIDENT






                                COUNTERSIGNED AND REGISTERED:___________________
                                        STATE STREET BANK AND TRUST COMPANY
                                                    TRANSFER AGENT AND REGISTRAR

                                BY
                                  ----------------------------------------------
                                                            AUTHORIZED SIGNATURE


<PAGE>

laws or regulations:

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN  -- as joint tenants with rights
           of survivorship and not as
           tenants in common

UNIF GIFT MIN ACT -- _______________Custodian________________
                       (Cust)                   (Minor)
                      Under Uniform Gifts to Minors

                        Act__________________________________
                                       (State)

     Additional abbreviations may also be used though not in the above list.

  For value received, ____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------------
/                                      /
/                                      /
- ----------------------------------------


________________________________________________________________________________
   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE

________________________________________________________________________________


________________________________________________________________________________


________________________________________________________________________________


__________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said stock on the books of the within-named Corporation with 
full power of substitution in the premises.

Dated____________________________________


                                 _______________________________________________
                                 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST 
                                         CORRESPOND WITH THE NAME AS WRITTEN 
                                         UPON THE FACE OF THE CERTIFICATE, IN
                                         EVERY PARTICULAR, WITHOUT ALTERATION
                                         OR ENLARGEMENT, OR ANY CHANGE WHATEVER.


Signature(s) Guaranteed:



________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, 
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND 
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM). PURSUANT
TO S.E.C. RULE 17Ad-15.



                                          


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