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As filed with the Securities and Exchange Commission on November 12, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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:
Purchase Rights for Class B Series 1 Preferred Stock, par value $.001 per share
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of 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 January 5, 1999 by
Chromatics Color Sciences International, Inc., a New York corporation (the
"Corporation").
The Corporation has declared a dividend distribution of one
preferred stock purchase right (a "Right") for each share of its common stock,
par value $.001 per share (the "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 its Class B Preferred Stock, no par
value (the "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 matter 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, par value $.01 per share (the "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
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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 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 no rights as a
stockholder of the Corporation, including, without limitation, the right to vote
or to receive dividends.
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. In the event that the
Corporation's earnings (i.e. pre tax operating income, before interest expense)
for any two consecutive calendar years ending on December 31, 2000 do not exceed
$20,000,000 and the closing bid price of the Common Stock has not been at least
$31.11 on 30 consecutive trading days at any time ending on December 31, 2000,
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
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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.
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 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. 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.
*1 Form of Rights Agreement.
**3.1 Registrant's Restated Articles of Incorporation.
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* Incorporated by reference to exhibit bearing the same number from the
Registrant's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on January 5, 1999.
** 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.
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
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Darby S. Macfarlane
Chairperson of the Board
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