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As filed with the Securities and Exchange Commission on June 17, 1996
UNITED STATES
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ADEZA BIOMEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0054952
(State of incorporation (IRS Employer
or organization) Identification No.)
1240 ELKO DRIVE, SUNNYVALE, CALIFORNIA 94089
(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
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
------------------------------
(Title of Class)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this amended registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Date: June 17, 1996
ADEZA BIOMEDICAL CORPORATION
By: /s/ Daniel O. Wilds
-------------------
Daniel O. Wilds
President and Chief Executive Officer
2
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ---------- --------------------------------------------
1 Specimen of Common Stock Certificate.
2.1 Certificate of Incorporation -- incorporated
herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1
(File No. 333-03627).
2.2 Form of Amended and Restated Certificate of
Incorporation to be filed with the Delaware
Secretary of State upon the Company's
reincorporation in Delaware -- incorporated by
reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-1 (File No.
333-03627).
2.3 Bylaws -- incorporated herein by reference to
Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (File No. 333-03627).
3
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EXHIBIT 1.1
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[LOGO OF ADEZA(R)]
COMMON STOCK COMMON STOCK
[NUMBER] [SHARES]
SEE REVERSE FOR CERTAIN DEFINITIONS
AND A STATEMENT AS TO THE RIGHTS,
PREFERENCES, PRIVILEGES AND RESTRICTIONS
ON SHARES.
CUSIP 006864 10 2
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
$0.001 PAR VALUE PER SHARE, OF
ADEZA BIOMEDICAL CORPORATION
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.
[CORPORATE SEAL]
Adeza Biomedical Corporation
May 7, 1996
DELAWARE
Dated:
/s/ Emory V. Anderson /s/ Daniel O. Wilds
-------------------------- --------------------------
Chief Financial Officer President and Chief
Executive Officer
Countersigned and Registered:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
Transfer Agent and Registrar
By /s/
- -----------------------------
Authorized Signature
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A statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of determination, the
number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge
from the Secretary of the Corporation at the principal office of the
Corporation.
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
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
COM PROP -- as community property
UNIF GIFT MIN ACT -- .................Custodian.................
(Cust) (Minor)
under Uniform Gifts to Minors
Act........................................
(State)
UNIF TRF MIN ACT -- ...............Custodian (until age........)
(Cust)
.....................under Uniform Transfers
(Minor)
to Minors Act................................
(State)
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 _________________________________________
NOTICE: The signature(s) to this assignment must
correspond with the name(s) as written
upon the face of the certificate in every
particular, without alteration or
enlargement or any change whatever.
Signature(s) Guaranteed
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 17 Ad-15.
