BIO FLORESCENT TECHNOLOGIES INC
8-A12G, 1996-07-31
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>   1
                      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


                        BIO FLORESCENT TECHNOLOGIES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Nevada                                                87-0485320
- -------------------------------                            ---------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                               Identification No.)


7373 N. Scottsdale Road, Suite D-222, Scottsdale, Arizona          85253
- ---------------------------------------------------------        ----------
     (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

                 N/A
         -------------------                 ------------------------------

         -------------------                 ------------------------------
          


If this Form relates to the registration of a class of debt securities and is
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(g) of the Act:


                        Common Stock, $.001 par value
                        -----------------------------
                               (Title of class)
<PAGE>   2
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

      The securities being registered hereby are the shares of Common Stock,
$.001 par value of Bio Florescent Technologies, Inc. (the "Company"). The
Company's Articles of Incorporation authorize the issuance of 25,000,000 shares
of Common Stock. Each share of Common Stock entitles the holder thereof to one
vote in an election of directors and all other matters submitted to a vote of
the Company's stockholders. Common stockholders do not have cumulative voting
rights. Holders of Common Stock are entitled to share ratably in all dividends
declared by the Board of Directors and in all assets available for distribution
upon liquidation. No stockholder of the Company has any preemptive right to
subscribe for or purchase additional shares of the Company's Common Stock.

ITEM 2.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit 
  No.       Description                            Method of
- ------      -----------                              Filing
<S>           <C>                          <C>
1      Articles of Incorporation            Incorporated by reference 
                                            to the Exhibits to Form
                                            10-KSB filed on June 4, 1996
                                            
2      Certificate of Amendment to          Incorporated by reference
       Articles of Incorporation            to the Exhibits to Form
                                            10-KSB filed on June 4, 1996
                                       
3      Bylaws                               Incorporated by reference
                                            to the Exhibits to Form 
                                            10-KSB filed on June 4, 1996
                                            
4      Specimen Stock Certificate           Filed herewith
</TABLE>

                                        2
<PAGE>   3
                                    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.


                                          BIO FLORESCENT TECHNOLOGIES, INC.



Dated:  July 31, 1996                 By   /s/ Jan J. Olivier
                                      -----------------------------------------
                                               Jan J. Olivier
                                      President (Chief Executive Officer)



                                        3

<PAGE>   1
                   (Front side of Specimen Stock Certificate)


        NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED
                    UNDER THE LAWS OF THE STATE OF NEVADA
                               

NUMBER                            BIO FLORESCENT                          SHARES
                                TECHNOLOGIES, INC.

       AUTHORIZED STOCK: 25,000,000 SHARES                 CUSIP NO. 09056K 10 9
           PAR VALUE: $.001 PER SHARE


THIS CERTIFIES THAT


IS THE RECORD HOLDER OF


         SHARES OF THE COMMON STOCK OF BIOFLORESCENT TECHNOLOGIES, INC.


transferable on the books of the Corporation 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 appointed officers.

Dated:

                        Bio Florescent Technologies, Inc.
                                 Corporate Seal




___________________________________  Nevada  __________________________________
      Secretary                                  President

                                    EXHIBIT 4
<PAGE>   2
                  (Reverse side of Specimen Stock Certificate)

NOTICE: Signature must be guaranteed by a member of the Medallion Signature
        Program, or by an international bank (other than a savings bank), or an
        international trust company. 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            (Cust)         (Minor)
JT TEN  - as joint tenants with right of            under Uniform Gift to Minors
          survivorship and not as                   Act ________________
          tenants in common                                 (State)

     Additional abbreviations may also be used though not on 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 capital 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

_______________________________________________________________________________
                            SHAREHOLDER(S) SIGNATURE

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 WHATEVER


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