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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENAMELON, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 333-06455
(State of Incorporation or Organization) (IRS Employer
Identification no.)
15 Kimball Avenue, Yonkers, New York 10704
(Address of Principal Executive Offices) (Zip Code)
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(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
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, $.001 par value
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information appearing in the section entitled "Description
of Securities" contained on pages 39-40 of the Registrant's
Registration Statement on Form S- 1/Amendment No. 2 (File No.
333-06455) as filed with the Securities and Exchange
Commission on September 18, 1996, is hereby incorporated by
reference.
Item 2. Exhibits.
1. Certificate of Incorporation of the Registrant, as
amended.*
2. Amended and Restated By-laws of the Registrant.*
3. Specimen Copy of Stock Certificate for shares of
Common Stock.
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*Pursuant to Rule 12b-32 of the Securities Exchange Act of 1934, this document
is incorporated by reference to the Company's Registration Statement on Form S-1
as originally filed with the Commission on June 19, 1996.
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S I G N A T U R E
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.
ENAMELON, INC.
Date: October 21, 1996 By: /s/ Steven R. Fox
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Steven R. Fox
Chairman
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EXHIBIT 3
COMMON STOCK COMMON STOCK
[SEAL] [SEAL]
CUSIP 292499 10 0
SEE REVERSE FOR CERTAIN DEFINITIONS
ENAMELON, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES that
SPECIMEN
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
$0.001 PAR VALUE PER SHARE, OF
ENAMELON, INC. transferable on the books of the Corporation by the holder
thereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Certificate of Incorporation. This certificate is not valid unless countersigned
by the Transfer Agent.
WITNESS the seal of the Corporation and the facsimile signatures of its
authorized officers.
Dated:
[ENAMELON, INC. CORPORATE SEAL OF DELAWARE 1992]
/s/ Norman Usen /s/ David B. Cole
SPECIMEN SPECIMEN
SECRETARY PRESIDENT
Countersigned and Registered:
NORTH AMERICAN TRANSFER CO.
Transfer Agent and Registrar
By
Authorized Signature
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The Corporation will furnish without charge to each stockholder who so
requests 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. Such requests shall be made to the Corporation's Secretary 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
UNIF GIFT MIN ACT - ______________ Custodian ________________
(Cust) (Minor)
under Uniform Gifts to Minors Act
_________________________________________
(State)
Additional abbreviations may also be listed 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 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 ______________________________
__________________________________________
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.
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 17Ad-15.
