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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
COPE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 87-0427731
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
Grundstrasse 14
6343 Rotkreuz
Switzerland N/A
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(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 securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), 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 effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-81981
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
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(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
For a full description of the Common Stock being registered hereby,
reference is made to the information appearing under the caption "Description of
Securities" in the Preliminary Prospectus dated December 10, 1999 contained in
Pre-Effective Amendment No. 3 to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-81981) which is incorporated herein by
reference.
Item 2. Exhibits.
Exhibit No. Exhibit
2.1 Amended and Restated Securities Purchase Agreement and
Plan of Reorganization dated July 24, 1998 between the
Registrant and COPE AG(1)
2.2 Common Stock Purchase Agreement dated September 11, 1998
between the registrant and New Capital Investment
Fund.(2)
3.1 Articles of Incorporation (3)
3.2 Certificate of Amendment dated September 11, 1998 to
Certificate of Incorporation(2)
3.3 Certificate of Correction dated September 15, 1998 to
Certificate of Amendment of Certificate of
Incorporation (2)
3(ii) Bylaws (3)
(1) Filed as an exhibit to Registrant's Proxy Statement/Prospectus dated
August 20, 1998 made part of the Registrant's Form S-4 Registration
Statement (File No. 33-53223), incorporated herein by reference.
(2) Filed as an exhibit to Report on Form 8-K dated September 25, 1998, filed
on October 13, 1998 (File No 1-9925), incorporated herein by reference.
(3) Filed as an exhibit to Proxy Statement dated May 14, 1990, filed on May 16,
1990 (File No 1-9925), incorporated herein by reference.
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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, thereunto duly authorized.
COPE, INC.
Date: December 16, 1999 By: /s/ Markus Bernhard
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Markus Bernhard
Chief Financial Officer
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