UNITED STATES
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
ALARIS Medical, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3492624
(State of incorporation or organization) (I.R.S. Employer Identification No.)
10221 Wateridge Circle, San Diego, CA 92121
(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
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Common Stock, American Stock Exchange
par value $0.01 per share
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:
Not Applicable
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
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Incorporated herein by reference to the "Description of Capital Stock"
section of Exhibit (a)(1) to Schedule 13E-4, the Issuer Tender
Offer Statement, as filed by Advanced Medical, Inc. with the
Securities and Exchange Commission on April 21, 1995.
Item 2. Exhibits
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Exhibit
Number Description
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1.1 Specimen certificate for Registrant's Common Stock.
2.1 Certificate of Incorporation of Advanced Medical, Inc. and
form of Certificate of Incorporation of Advanced Medical,
Inc., as amended.(Incorporated herein by reference to Exhibit
3.1(a) to the Prospectus/Joint Proxy Statement, dated March 3,
1989, of Fidata Corporation, Advanced Medical, Inc. and
Controlled Therapeutics Corporation included and forming part
of the Registration Statement on Form S-4 of Advanced Medical,
Inc. (the "Prospectus/Joint Proxy Statement")).
2.2 Bylaws of Advanced Medical, Inc., as amended. (Incorporated
herein by reference to Exhibit 3.1(b) to the Prospectus/Joint
Proxy Statement.)
2.3 Amendments to Articles First and Fourth of the Restated
Certificate of Incorporation of Advanced Medical, Inc.
(Incorporated herein by reference to Exhibits A and B to
Advanced Medical, Inc.'s Proxy Statement, dated August 15,
1990, for its Special Meeting of Stockholders held on
September 7, 1990).
2.4 Amendment to Article Fourth of the Restated Certificate of
Incorporation of Advanced Medical, Inc. (Incorporated herein
by reference to Annex III to Advanced Medical, Inc.'s Proxy
Statement, dated July 25, 1994, for its Special Meeting of
Stockholders held on August 11, 1994).
<PAGE>
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.
Dated: August 23, 1999 ALARIS Medical, Inc.
By: /s/ William C. Bopp
------------------------------
Vice President and Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ---------- --------------
1.1 Specimen certificate for Registrant's Common Stock.
2.1 Certificate of Incorporation of Advanced Medical, Inc. and
form of Certificate of Incorporation of Advanced Medical,
Inc., as amended. (Incorporated herein by reference to Exhibit
3.1(a) to the Prospectus/Joint Proxy Statement, dated March 3,
1989, of Fidata Corporation, Advanced Medical, Inc. and
Controlled Therapeutics Corporation included and forming part
of the Registration Statement on Form S-4 of Advanced Medical,
Inc. (the "Prospectus/Joint Proxy Statement")).
2.2 Bylaws of Advanced Medical, Inc., as amended. (Incorporated
herein by reference to Exhibit 3.1(b) to the Prospectus/Joint
Proxy Statement.)
2.3 Amendments to Articles First and Fourth of the Restated
Certificate of Incorporation of Advanced Medical, Inc.
(Incorporated herein by reference to Exhibits A and B to
Advanced Medical, Inc.'s Proxy Statement, dated August 15,
1990, for its Special Meeting of Stockholders held on
September 7, 1990).
2.4 Amendment to Article Fourth of the Restated Certificate of
Incorporation of Advanced Medical, Inc. (Incorporated herein
by reference to Annex III to Advanced Medical, Inc.'s Proxy
Statement, dated July 25, 1994, for its Special Meeting of
Stockholders held on August 11, 1994).
<PAGE>
Exhibit 1.1
This Certificate is transferable in New York, N.Y. and Ridgefield Park, N.J.
Alaris Medical
This CERTIFIES that_________________________________________________________
is the Owner of ______________________________________________________________
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,
of ALARIS MEDICAL, INC.,a corporation incorporated under the laws of the State
of Delaware, transferable on the books of Alaris Medical, Inc. in person or by
duly authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate and the shares of Common Stock represented hereby are issued
and shall be held subject to the laws of the State of Delaware and the
Certificate of Incorporation and Bylaws of Alaris Medical, Inc., as amended
(copies of which are on file with the Transfer Agent). This Certificate is not
valid until countersigned and registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, ALARIS MEDICAL, INC. has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and
sealed with the facsimile seal of Alaris Medical, Inc.
Dated:
<PAGE>
The Corporation will furnish without charge to each stockholder who so
requests, the designations, powers, preferences and relative, participating,
optional or other special rights of each class of stock or services
thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Any such request may be made to the Corporation or
to the Transfer Agent.
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 in common UNIF GIFT MIN ACT - ...Custodian....
TEN ENT - as tenants by the entireties (Cast) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not at Act..........................
tenants in common (State)
Additional abbreviations may also be used through 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 postal zip code of assignee
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said stock on the books of
the within-named Corporation with full power of substitution in the premises.
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 WHATSOEVER.
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.
