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
COMPOSITECH LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-2710467
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(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION)
120 RICEFIELD LANE
HAUPPAUGE, NEW YORK 11788
(516) 436-5200
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Units, consisting of Common Stock, par value $.01 per share,
and Redeemable Common Stock Warrants to purchase one share of Common Stock
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(TITLE OF CLASS)
Common Stock, $.01 par value per share
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(TITLE OF CLASS)
Redeemable Common Stock Warrants to purchase one share of Common Stock
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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This Registration Statement relates to (i) the Units, each
consisting of one share of Common Stock, par value $.01 per share (the
"Common Stock"), of Compositech Ltd. (the "Registrant") and one
Redeemable Common Stock Warrant (the "Warrants") each Warrant entitling
the holder to purchase one share of Common Stock, (ii) the Common Stock
and (iii) the Warrants.
Reference is made to the material set forth under the caption
"Description of Securities" included as part of the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-03564) filed
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, which Registration Statement will be declared
effective concurrently with the Form 8-A.
ITEM 2. EXHIBITS.
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The following is a complete list of exhibits filed or
incorporated by reference herewith.
Exhibit Number Description of Exhibit
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1 The Registrant's Registration Statement on Form SB-2
(Registration No. 333-03564) filed with the Securities and
Exchange Commission is hereby incorporated by reference.
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 filed as part of
the Registrant's Registration Statement on Form SB-2
(Registration No. 333-03564)).
4.1.1 Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1.1 filed as part of the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-03564)).
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4.2* Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.2
filed as part of the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-03564)).
4.3 Bylaws, as Amended, of the Registrant (incorporated by
reference to Exhibit 3.3 filed as part of the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-
03564)).
5.1* Form of Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 filed as part of the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-
03564)).
5.2* Form of Specimen Warrant Certificate (incorporated by
reference to Exhibit 4.2 filed as part of the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-
03564)).
5.3* Form of Warrant Agreement (incorporated by reference to
Exhibit 4.4 filed as part of the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-03564)).
[FN]
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* To be filed as an exhibit to Amendment No. 1 (or such further
amendments) to the Registrant's Registration Statement on Form
SB-2 (Registration No. 333-03564).
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SIGNATURE
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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.
DATE: May 10, 1996 COMPOSITECH LTD.
BY: /s/ Samuel S. Gross
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Samuel S. Gross
Executive Vice President and
Treasurer (Principal Financial
and Accounting Officer)
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
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1 The Registrant's Registration Statement on Form SB-2
(Registration No. 333-03564) filed with the Securities
and Exchange Commission is hereby incorporated by
reference.
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 filed as part
of the Registrant's Registration Statement on Form SB-2
(Registration No. 333-03564)).
4.1.1 Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1.1 filed as part of the
Registrant's Registration Statement on Form SB-2
(Registration No. 333-03564)).
4.2* Form of Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3.2 filed as part of the
Registrant's Registration Statement on Form SB-2
(Registration No. 333-03564)).
4.3 Bylaws, as Amended, of the Registrant (incorporated by
reference to Exhibit 3.3 filed as part of the
Registrant's Registration Statement on Form SB-2
(Registration No. 333-03564)).
5.1* Form of Specimen Common Stock Certificate (incorporated
by reference to Exhibit 4.1 filed as part of the
Registrant's Registration Statement on Form SB-2
(Registration No. 333-03564)).
[FN]
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* To be filed as an exhibit to Amendment No. 1 (or such further
amendments) to the Registrant's Registration Statement on Form SB-2
(Registration No. 333-03564).
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5.2* Form of Specimen Warrant Certificate (incorporated by
reference to Exhibit 4.2 filed as part of the
Registrant's Registration Statement on Form SB-2
(Registration No. 333-03564)).
5.3* Form of Warrant Agreement (incorporated by reference
to Exhibit 4.4 filed as part of the Registrant's
Registration Statement on Form SB-2 (Registration
No. 333-03564)).
[FN]
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* To be filed as an exhibit to Amendment No. 1 (or such further
amendments) to the Registrant's Registration Statement on Form
SB-2 (Registration No. 333-03564).
