<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 8-A\A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Chromatics Color Sciences International, Inc.
(Exact Name of Registrant as Specified in its Charter)
New York 13-3253392
(State of Incorporation) (I.R.S. Employer Identification No.)
5 East 80th Street
New York, NY 10021
(212) 717-6544
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
-----------------------------------------
With a copy to:
Darby S. Macfarlane Jeffrey E. LaGueux, Esq.
Chairperson of the Board & Patterson, Belknap, Webb & Tyler LLP
Chief Executive Officer 1133 Avenue of the Americas
5 East 80th Street New York, NY 10036-6710
New York, NY 10021 (212) 336-2000
(212) 717-6544
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12 (b) of the pursuant to Section 12 (g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. /_/ box. /_/
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
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
- -----------------------------------------------------------------------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This Form 8A/A amends and supplements the information set forth in the
Registration Statement on Form 8-A filed on February 1, 1993 by Chromatics Color
Sciences International, Inc., a New York corporation (the "Corporation").
The Corporation is authorized to issue 50,000,000 shares of common
stock, par value $.001 per share ("Common Stock"). The Corporation is also
authorized to issue 11,400,000 shares of preferred stock ("Preferred Stock"), of
which 1,400,000 are designated as Class A Preferred Stock, par value $.01 per
share (the "Class A Preferred Stock"), and 10,000,000 of which are designated as
Class B Preferred Stock, no par value (the "Class B Preferred Stock"). The
outstanding shares of Common Stock and Preferred Stock are fully paid and
nonassessable.
The holders of Common Stock are entitled to one vote per share for the
election of directors and with respect to all other matters submitted to a vote
of shareholders. Shares of Common Stock do not have cumulative voting rights,
which means that the holders of more than 50% of such shares voting for the
election of directors can elect all of the directors if they choose to do so
and, in such event, the holders of the remaining shares so voting will not be
able to elect any directors. The holders of the Common Stock are entitled to
receive such dividends as may
2
<PAGE>
lawfully be declared from time to time by the Board of Directors at its
discretion, subject to the priorities accorded any class of issued preferred
stock. The holders of the Common Stock have no preemptive or conversion rights,
nor are there any redemption or sinking fund rights with respect to the Common
Stock. Upon any liquidation, dissolution, or winding-up of the Corporation, the
holders of Common Stock are entitled to receive all assets remaining after the
payment of corporate debts and liabilities and any liquidation preferences of,
and unpaid dividends on, any preferred stock which then may be outstanding.
The Corporation has issued 1,380,000 shares of its Class A Preferred
Stock. Each share of Class A Preferred Stock is entitled to one vote per share
and votes together with the Common Stock as a single class. The shares of Class
A Preferred Stock are entitled to receive dividends at the rate of $.001 per
anum as declared by the Board of Directors at its discretion before any
dividends are paid on shares of Common Stock. Each share of Class A Preferred
Stock is convertible into Common Stock at a rate of .979 shares of Common Stock
for each share of Class A Preferred Stock if the Corporation's earnings (i.e.
pre tax operating income, before interest expense) for any two consecutive
calendar years ending on December 31, 2000 exceed $20,000,000 or the closing bid
price of the Common Stock has been at least $31.11 on 30 consecutive trading
days at any time ending on December 31, 2000 (each such event a "Triggering
Event"). In the event neither Triggering Event occurs, the Corporation will
redeem all of the outstanding shares of Class A Preferred Stock at a price of
$.01 per share, plus any declared but unpaid dividends. Upon any liquidation,
dissolution or winding-up of the Corporation, the Class A Preferred Stock has a
liquidation priority over the Common Stock, the Class B Preferred Stock and any
other class of capital stock of the Corporation issued and outstanding in the
amount of $.01 per share.
3
<PAGE>
The Corporation has declared a dividend distribution of one preferred
stock purchase right (a "Right") for each share of Common Stock. Each Right,
when it becomes exercisable, entitles the registered holder to purchase from the
Corporation one one-hundredth of a share of a series of Class B Preferred Stock
designated as the Class B Series 1 Preferred Stock, par value $.001 per share
(the "B1 Preferred Stock"), at a purchase price of $28 per one one-hundredth of
a share of B1 Preferred Stock, subject to adjustment. Each share of B1 Preferred
Stock entitles the holder to 100 votes on all matters submitted to a vote of the
shareholders of the Corporation and votes together with the shares of Common
Stock and the shares of Class A Preferred Stock as a single class. Each share of
B1 Preferred Stock will be entitled to an aggregate dividend per share, payable
quarterly, equal to 100 times the amount of the dividend declared per share of
Common Stock during such quarter. In the event that the amount of accrued but
unpaid dividends on the shares of B1 Preferred Stock is equivalent to six full
quarterly dividends or more, the holders of the shares of B1 Preferred Stock
have the right, voting as a separate class, to elect two directors until all
cumulative dividends on the shares of B1 Preferred Stock have been paid through
the last quarterly dividend payment date. The shares of B1 Preferred Stock are
not to be redeemable. Upon any liquidation, dissolution or winding-up of the
Corporation, after the payment in full of the liquidation preference of $.01 per
share payable with respect to any outstanding shares of Class A Preferred Stock
and the liquidation preference payable with respect to the outstanding shares of
B2 Preferred Stock described below, the holders of B1 Preferred Stock and the
holders of Common Stock will be entitled to receive all assets remaining on a
pari passu basis with each share of Class B1 Preferred Stock being treated as
100 shares of Common Stock for this purpose. Until a Right is exercised, the
holder thereof will have
4
<PAGE>
no rights as a stockholder of the Corporation, including, without limitation,
the right to vote or to receive dividends.
The Corporation has issued 40,000 shares of a series of Class B
Preferred Stock designated as the Class B Series 2 Convertible Preferred Stock,
no par value (the "B2 Preferred Stock"). The shares of B2 Preferred Stock are
not entitled to any voting rights except as otherwise required by applicable
law. The shares of B2 Preferred Stock are subject to mandatory redemption by the
Corporation for an amount in cash equal to $115 per share on June 15, 2002, if
not sooner converted, unless the Corporation elects in its discretion to extend
the redemption date to June 15, 2004. The shares of B2 Preferred Stock are not
entitled to any dividend rights unless the Corporation elects to extend the
redemption date of the shares to June 15, 2004, in which case dividends would
accrue at the rate of $8.00 per share per annum from and after June 15, 2002
which may be paid in cash or shares of Common Stock at the option of the
Corporation. Each share of B2 Preferred Stock is convertible into the number
shares of Common Stock determined by dividing the $100 face amount thereof by
the conversion price of $7.25 per share, subject to adjustment in such
conversion price for stock splits, combinations and similar recapitalizations
affecting the Common Stock and to downward adjustment if the Corporation issues
or agrees to issue additional shares of Common Stock (excluding options under
the Corporation's 1992 Stock Option Plan, as amended, and certain other excluded
securities) at a price of less than $7.25 per share to the price at which the
Corporation issues or agrees to issue the lower-priced shares of Common Stock or
securities convertible or exchangeable for shares of Common Stock. The shares of
B2 Preferred Stock are subject to mandatory conversion into shares of Common
Stock at the option of the Corporation at any time after December 15, 1999 if
5
<PAGE>
the average closing bid price of the Common Stock for ten consecutive trading
days equals or exceeds $10.88 per share. Upon any liquidation, dissolution or
winding-up of the Corporation, after the payment in full of the liquidation
preference payable with respect to any outstanding shares of Class A Preferred
Stock, the holders of shares of B2 Preferred Stock are entitled to receive the
amount of $100 per share, together with all accrued but unpaid dividends, prior
to the liquidation preference of the shares of B1 Preferred Stock and Common
Stock described above.
Item 2. Exhibits.
*3.1 Registrant's Restated Articles of Incorporation.
**3.2 Registrant's By-laws.
**4.1 Specimen Form of Common Stock Certificate.
* Incorporated by reference to exhibit bearing the same number from the
Registrant's Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 23, 1999.
** Incorporated by reference to exhibit bearing the same number from the
Registrant's Registration Statement on Form S-1 (Registration No.
33-54256) filed with the Securities and Exchange Commission on November
5, 1992, as amended.
6
<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.
Chromatics Color Sciences International, Inc.
November 12, 1999 By:/s/ Darby S. Macfarlane
-----------------------------
Darby S. Macfarlane
Chairperson of the Board
7
