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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 (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
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INDUSTRIAL SERVICES OF AMERICA, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 59-0172746
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
7100 Grade Lane, P.O. Box 32428
Louisville, Kentucky 40232
(Address of principal executive offices) (Zip Code)
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
None None
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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. [ ]
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Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, $.01 par value
(Title of Class)
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<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The Registrant is authorized to issue 10,000,000 shares of
Common Stock, par value $.01 per share. The holders of Common
Stock are entitled to cast one vote for each share held at all
stockholder meetings for all purposes, including the election of
directors, and to share equally on a per share basis in such
dividends as may be declared by the Board of Directors out of
funds legally available therefor. Upon liquidation or
dissolution, each outstanding share of Common Stock will be
entitled to share equally in the assets of the Registrant legally
available for distribution to stockholders, after the payment of
all debts and other liabilities and any payments due to holders
of shares of Preferred Stock.
No holder of Common Stock has a preemptive or preferential
right to purchase or subscribe for any unissued or additional
authorized stock or any securities of the Registrant convertible
into shares of its Common Stock.
The Common Stock does not have cumulative voting rights
which means that the holders of more than 50% of the Common Stock
voting for the election of directors can elect 100% of the
directors of the Registrant if they choose to do so. The By-Laws
of the Registrant require that a majority of the issued and
outstanding shares of the Registrant be represented to constitute
a quorum and transact business at a stockholders' meeting.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this
registration statement:
Exhibit
Number Description of Exhibits
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1.1 -- Specimen Common Stock Certificate (attached
hereto)
2.1 -- Certificate of Incorporation, and all
amendments of the Registrant (incorporated
herein by reference to Exhibit No. 3.1 to
Form 10-KSB Annual Report pursuant to
Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Fiscal Year
Ended December 31, 1995, Commission File
No. 2-31610, Filed April 1, 1996)
2.2 -- Bylaws of the Registrant (incorporated herein
by reference to Exhibit No. 3.2 to Form
10-KSB Annual Report pursuant to Section
13 or 15(d) of the Securities Exchange
Act of 1934 for the Fiscal Year Ended
December 31, 1995, Commission File No. 2-
31610, Filed April 1, 1996)
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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.
INDUSTRIAL SERVICES OF AMERICA, INC.
By: /s/ Harry Kletter
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Harry Kletter
Chairman of the Board
and President
Dated: July 8, 1996
<PAGE>
EXHIBIT 1.1
COMMON STOCK COMMON STOCK
ISA
NUMBER SHARES
ISA
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Industrial Services of America, Inc.
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF FLORIDA CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULL-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE
PAR VALUE OF ONE CENT ($.01) EACH OF
INDUSTRIAL SERVICES OF AMERICA, INC.
transferable on the books of the Corporation by the holder
hereof, in person or by duly authorized attorney, upon surrender
of this Certificate properly endorsed. This Certificate and the
shares represented thereby are issued and shall be held subject
to all of the provisions of the Certificate of Incorporation, the
amendments thereto and the By-Laws of the Corporation. This
Certificate is not valid unless countersigned by the Transfer
Agent and Registrar.
IN WITNESS WHEREOF the Corporation has caused this
Certificate to be signed by the facsimile signatures of its duly
authorized officers and a facsimile of its corporate seal to be
hereunto affixed.
Dated:
/s/ Roberta Kletter, Secretary /s/ Harry Kletter, President
CORPORATE SEAL
Countersigned by:
American Securities Transfer, Inc.
By
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Authorized Signature
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REVERSE
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM-as tenants UNIF GIFT MIN ACT-........Custodian.......
in common (Cust) (Minor)
TEN ENT-as tenants under Uniform Gifts to
by the entireties Minors Act............
JT TEN -as joint tenants (State)
with right of survivorship
and not as tenants in common
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
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)
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shares of the capital stock
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represented by the within Certificate, and do hereby irrevocably
constitute and appoint Attorney to
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transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated
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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.
