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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STERI-OSS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3915553
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(State of Incorporation or organization) (IRS Employer Identification No.)
22895 EASTPARK DRIVE, YORBA LINDA CALIFORNIA 92887
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt Securities and if
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. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C>
NONE NONE
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</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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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 the registration with the
Securities and Exchange Commission of shares of Common Stock, par value $0.0001
per share (the "Common Stock"), of Steri-Oss, Inc., a Delaware corporation (the
"Registrant"). The description of the Common Stock to be registered hereunder
set forth under the caption "Description of Securities" at page 52 of the
Registrant's Registration Statement on Form S-1 (Reg. No. 333-34397), filed with
the Securities and Exchange Commission on August 26, 1997, is incorporated
herein by this reference.
ITEM 2. EXHIBITS.
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2.1 Specimen Certificate representing Registrant's Common Stock.
2.2 The following documents are included as Exhibits, as
indicated, to Registrant's Registration Statement on Form S-1
(Reg. No. 333-34397), filed with the Securities and Exchange
Commission on August 26, 1997 and incorporated herein by this
reference:
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<CAPTION>
Form S-1
Exhibit Description Exhibit Number
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<C> <S> <C>
(a) Certificate of Amendment of Rested 3.1
Certificate of Incorporation of the Registrant
as filed with the Delaware Secretary of State
on August 25, 1997.
(b) Amended and Restated Certificate of 3.2
Incorporation to be filed with the Delaware
Secretary of State upon consummation of the
initial public offering.
(c) Amended and Restated Bylaws of Registrant 3.3
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
STERI-OSS, INC.
(Registrant)
Dated: October 6, 1997 By: /s/ Kenneth A. Darienzo
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Kenneth A. Darienzo,
Chief Executive Officer
and Chairman of the Board
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EXHIBIT 2.1
COMMON STOCK COMMON STOCK
NUMBER SHARES
LU
[STERI-OSS LOGO]
A DENTAL CARE COMPANY
INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR
THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 85915E 10 4
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULL PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.0001 PAR VALUE, OF
- ------------------------------- STERI-OSS, 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 is not valid until countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
STERI-OSS, INC.
/s/ BRUCE D. NYE INCORPORATED /s/ KENNETH A. DARIENZO
SECRETARY JULY 11, 1995 CHAIRMAN AND
DELAWARE CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
U.S. STOCK TRANSFER CORPORATION
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.
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
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- ....................... Custodian ......................
(Cust) (Minor)
under Uniform Gifts to Minors
Act ....................................................
(State)
UNIF TRF MIN ACT -- ........................... Custodian (until age ......)
(Cust)
................................ under Uniform Transfers
(Minor)
to Minors Act ..........................................
(State)
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 common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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to 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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X
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X
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THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
NOTICE: WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By
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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.
