SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
INVICTA CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-2946374
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
6 Prospect Street, Suite 3C, Midland Park, New Jersey 07432
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the General Instruction A.(d), please check the
following box |X| following box |_|
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Securities Act registration statement file number to which this form relates:
________________
(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, $.001 par value Boston Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Invicta Corporation (the "Registrant") is authorized to issue
50,000,000 shares of Common Stock, par value $.001 per share (the "Common
Stock"), of which 6,073,965 shares are issued and outstanding as of September
15, 2000.
The holders of the Common Stock (i) have equal ratable rights to
dividends from funds legally available therefor, when, as and if declared by the
Board of Directors; (ii) are entitled to share ratably in all of the assets of
the Registrant available for distribution to holders of the Common Stock upon
liquidation, dissolution or winding up of affairs of the Registrant; (iii) do
not have preemptive, subscription or conversion rights, or redemption or sinking
fund provisions applicable thereto; and (iv) are entitled to one non-cumulative
vote per share in person or by proxy on all matters on which stockholders may
vote at all meetings of stockholders. All outstanding shares of Common Stock are
fully paid and non-assessable.
Item 2. Exhibits.
The following exhibits are filed herewith and incorporated herein by
reference:
3.1 Certificate of Incorporation of the Registrant, as amended
3.2 Bylaws of the Registrant
4.1 Form of common stock certificate of the Registrant
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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, thereto duly authorized.
Dated: October 19, 2000 INVICTA CORPORATION
By: /s/ Joseph DeGise
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Name: Joseph DeGise
Title: Chairman of the Board
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