<PAGE>
As filed with the Securities and Exchange Commission on May 12, 1997
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JETFAX, INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0182451
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1376 Willow Road, Menlo Park, California 94025
(Address of principal executive offices) (Zip Code)
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:
Common Stock, $0.01 par value
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
Incorporated by reference to the "Capitalization" section and the
"Description of Capital Stock" section of the preliminary
prospectus contained in Registrant's Registration Statement on
Form S-1 (Registration No. 333-23763) filed with the Securities
and Exchange Commission on March 21, 1997, as amended by
Amendment No. 1 dated March 28, 1997 and Amendment No. 2 dated
May 12, 1997.
Item 2. Exhibits
--------
The following exhibits are filed as a part of this Registration
Statement:
1. Specimen certificate for Registrant's Common Stock.
2.1 Certificate of Incorporation of Registrant filed on August
3, 1988, as currently in effect./1/
2.2 Certificate of Amendment of Certificate of Incorporation, as
filed on October 31, 1990./2/
2.3 Certificate of Amendment of Certificate Incorporation, as
filed on August 13, 1991./3/
- -----------------------------
/1/ Incorporated by reference to Exhibit 3.1 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/2/ Incorporated by reference to Exhibit 3.2 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/3/ Incorporated by reference to Exhibit 3.3 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
-2-
<PAGE>
2.4 Certificate of Amendment of Certificate of Incorporation,
filed on February 12, 1996./4/
2.5 Certificate of Amendment of Certificate of Incorporation
filed on February 12, 1996./5/
2.6 Certificate of Amendment of Certificate of Incorporation
filed on November 4, 1996./6/
2.7 Amended Certificate of Designation of Series A Preferred
Stock, as currently in effect./7/
2.8 Certificate of Designation of Series B Preferred Stock, as
currently in effect./8/
- -----------------------------
/4/ Incorporated by reference to Exhibit 3.4 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/5/ Incorporated by reference to Exhibit 3.5 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/6/ Incorporated by reference to Exhibit 3.6 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/7/ Incorporated by reference to Exhibit 3.7 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/8/ Incorporated by reference to Exhibit 3.8 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
-3-
<PAGE>
2.9 Certificate of Designation of Series C Preferred Stock, as
currently in effect./9/
2.10 Certificate of Designation of Series D Preferred Stock, as
currently in effect./10/
2.11 Certificate of Designation of Series E Preferred Stock, as
currently in effect./11/
2.12 Amended Certificate of Designation of Series E Preferred
Stock, as currently in effect./12/
2.13 Certificate of Designation of Series P Preferred Stock, as
currently in effect./13/
- -----------------------------
/9/ Incorporated by reference to Exhibit 3.9 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/10/ Incorporated by reference to Exhibit 3.10 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/11/ Incorporated by reference to Exhibit 3.11 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/12/ Incorporated by reference to Exhibit 3.12 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/13/ Incorporated by reference to Exhibit 3.13 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
-4-
<PAGE>
2.14 Certificate of Designation of Series F Preferred Stock, as
currently in effect./14/
2.15 Form of Restated Certificate of Incorporation of Registrant
to be filed upon the closing of the offering made under the
Registrant's Registration Statement on Form S-1
(Registration No. 333-23763)./15/
- -----------------------------
/14/ Incorporated by reference to Exhibit 3.14 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
/15/ Incorporated by reference to Exhibit 3.15 filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1
(Registration No. 333-23763) filed with the Securities and Exchange
Commission on March 21, 1997 as amended by Amendment No. 1 dated March 28,
1997 and Amendment No. 2 dated May 12, 1997.
-5-
<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.
Date: May 9, 1997 JETFAX, INC.
By: /s/ Allen K. Jones
---------------------------------------
Allen K. Jones, Vice President of
Finance, Chief Financial Officer and
Secretary
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ------------------------------------------------------------------ ----
<S> <C> <C>
1 Specimen certificate for Registrant's Common Stock . . . . . . . . . . . 7
</TABLE>
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<PAGE>
EXHIBIT 1
[JETFAX LOGO]
NUMBER SHARES
JFX____________ JETFAX, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
<TABLE>
<C> <S>
THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR CERTAIN DEFINITIONS STATEMENTS
THE CITY OF BOSTON, MA OR NEW YORK, NY RELATING TO RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS, IF ANY
This Certifies that CUSIP 476909 10 6
</TABLE>
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF
JETFAX, 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 by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated
(Signature) (Signature)
- ------------------------ ------------------------------------
CHIEF FINANCIAL OFFICER PRESIDENT AND CHIEF EXECUTIVE
AND SECRETARY OFFICER
[CORPORATE SEAL OF
JETFAX, INC.
* DELAWARE *]
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
/s/
- ----------------------------
AUTHORIZED SIGNATURE
AMERICAN BANK NOTE COMPANY
3504 ATLANTIC AVENUE
SUITE 12
LONG BEACH, CA 90807
(310) 989-2333
(FAX) (310) 426-7450 400-19X
<PAGE>
A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes or series of shares and upon the
holders thereof as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of determination, and
the number of shares constituting each class and series and the designations
thereof, may be obtained by the holder hereof upon written request and without
charge from the Secretary of the Corporation at its headquarters.
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:
<TABLE>
<CAPTION>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- __________Custodian_____________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act____________________________
in common (State)
UNIF TRF MIN ACT-- ______Custodian (until age ____)
(Cust)
________ under Uniform Transfers
(Minor)
to Minors Act___________________
(State)
</TABLE>
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
- -----------------------------------------
- -----------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ----------------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
----------------------------
X _____________________________________________
X _____________________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
NOTICE: CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER.
Signature(s) Guaranteed
<PAGE>
By
-----------------------------------------
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.
- -------------------------------------------
AMERICAN BANK NOTE COMPANY
3504 ATLANTIC AVENUE
SUITE 12
LONG BEACH, CA 90807
(310) 989-2333
(FAX) (310) 426-7450
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