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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TUTOGEN MEDICAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-3100165
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
925 ALLWOOD ROAD, CLIFTON, NEW JERSEY 07012
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), check to General Instruction A.(d), check
the following box: [X] the following box. [ ]
Securities Act registration statement file number to which this form relates:
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(If applicable)
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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COMMON STOCK, $.01 PAR VALUE AMERICAN STOCK EXCHANGE
PER SHARE
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Securities to be registered pursuant to Section 12(g) of the Act: NONE.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Company's authorized capital being registered hereunder consists
of 30,000,000 shares of Common Stock, par value $.01 per share, of which
approximately 13,337,134 shares are outstanding . The Common Stock does not have
cumulative voting, conversion, or redemption rights or preemptive rights to
acquire additional shares of Common Stock. Shareholders are entitled to one
vote for each share for the election of directors and on all other matters
submitted to the vote of shareholders of the Company. Owners of Common Stock
are entitled to receive only such dividends as may be declared by the Board of
Directors out of funds legally available for that purpose. Common Stock
dividends will be at the discretion of the Board of Directors and will depend
upon, among other things, future earnings, operations, capital requirements,
the financial condition of the Company and general business conditions. The
Company anticipates that no dividends on the Common Stock will be declared in
the foreseeable future. In the event of liquidation, shareholders would be
entitled to share ratably in all assets, if any after the costs and expenses of
proceedings, if any, and after all debts, obligations and liabilities of the
corporation have been paid and discharged.
As of June 30, 2000, the Company had approximately 1,962 shareholders.
The transfer agent for the Common Stock of the Company is
Computershare Investor Services, LLC.
ITEM 2. EXHIBITS.
Exhibit
Number Description of Document
1.1 Articles of Incorporation.**
1.2 Articles of Amendment to Articles of Incorporation Increasing the
Number of Authorized Shares.*
1.3 Articles of Incorporation Effecting the Reverse Stock Split.*
1.4 Bylaws***
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*** Filed herewith.
** Incorporated by reference from Exhibit 2 of Registration Statement on
Form 20-F of American Biodynamics, Inc., effective October 2, 1987.
* Incorporated by reference from previous Form 10-KSB filings.
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.
TUTOGEN MEDICAL, INC.
Registrant
By: /s/ George Lombardi
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George Lombardi, Chief Financial Officer
Date: August 16, 2000
