HEMAGEN DIAGNOSTICS INC
8-A12G, 1996-07-12
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                     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 ACT OF 1934

                          HEMAGEN DIAGNOSTICS, INC.
          --------------------------------------------------------
           (Exact name of registrant as specified in its charter)
 
              Delaware                                04-2869857
      --------------------------        --------------------------------------
       (State of Incorporation)          (I.R.S. Employer Identification No.)
 
                            34-40 Bear Hill Road
                        Waltham, Massachusetts  02154
                               (617) 890-3766
        (Address and telephone number of principal executive offices)
 
Securities to be registered pursuant to Section 12(b) of the Act:   NONE
 

Title of each class to                  Name of each exchange on which
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 Purchase Warrants
                      ------------------------------
                              (Title of Class)

 
Please Address All Correspondence To: 
 
                           Paul D. Broude, Esquire
                         O'Connor, Broude & Aronson
                        950 Winter Street, Suite 2300
                        Waltham, Massachusetts  02154
                               (617) 890-6600
 
=============================================================================
 
 
 
               INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
Item 1.    Description of Registrant's Securities to be Registered: 
 

      A description of the securities to be registered containing the 
information required by Item 202 of Regulation S-K is contained in the 
Company's June 17, 1996 filing of a Form SB-2 Registration Statement under 
the Securities Act of 1933, as amended (the "Registration Statement") and 
declared effective on July 9, 1996.  The Registration Statement is 
incorporated herein by reference. 
 




Item 2.    Exhibits. 

      The following documents have been filed with the Securities and 
Exchange Commission (the "Commission") under the Securities Act of 1933 or 
the Exchange Act of 1934.  The documents are incorporated by reference in 
this Registration. 

      1.    Form of Warrant Agreement between the Registrant and 
Continental Stock Transfer & Trust Company filed as Exhibit 4 to the 
Registrant's SB-2 Registration Statement. 

      2.    The Registrant's Form SB-2 Registration Statement dated 
June 17, 1996 and declared effective on July 9, 1996.
 


                                  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. 

                                      HEMAGEN DIAGNOSTICS, INC. 
 

                                      By: /s/  Carl Franzblau
                                      ---------------------------------------
                                      Carl Franzblau, Chief Executive Officer 


Date:  July 11, 1996 
 





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