<PAGE 1>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
U.S. DRUG TESTING, INC.
(Exact name of Registrant as specified in Its charter)
Delaware 33-0539168
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
10400 Trademark Street
Rancho Cucamonga, California 91730
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to Section
and is effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check effective pursuant to General
the following box. [] Instruction A.(d), please check the
following box. [X]
Securities Act registration statement file number to which
this form relates: None
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
<PAGE 2>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
U.S. Drug Testing, Inc. (the "Company") has authorized
50,000,000 shares of Common Stock, $.001 par value (the "Common
Stock"), and that is the sole class as to which the Company
seeks registration under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). There
are no other classes of capital stock authorized, although the
Board of Directors had considered in 1997, and may consider in
1998, seeking shareholder approval to authorize a class of
preferred stock as a means of securing financing for the
Company.
Holders of the Common Stock (1) have one vote per share;
(2) have equal rights to any dividends as, when and if declared
by the Board of Directors of the Company; (3) are entitled to
share in all assets available for distribution to stockholders
upon liquidation, dissolution or winding up of the Company's
affairs; (4) have no pre-emptive, subscription or conversion
rights and (5) have no sinking fund provisions. There are no
provisions in the Certificate of Incorporation or By-Laws of the
Company which discriminate against any existing or prospective
holder of the Common Stock as a result of such holder's
ownership of a substantial amount of the Common Stock. All
outstanding shares of the Common Stock are fully paid and
nonassessable and all shares of the Common Stock to be issued in
the future will be fully paid and nonassessable if (1) the
entire amount of the consideration given for such shares, as
authorized pursuant to Section 153 of the General Corporation
Law of the State of Delaware (the "GCL"), has been received by
the Company in the form of cash, services rendered, personal
property, real property, leases of real property, or a
combination thereof or (2) not less than the amount of the
consideration determined to be capital pursuant to Section 154
of the GCL has been received by the Company in such form and the
Company has received a binding obligation of the subscriber or
purchaser to pay the balance of the subscription or purchase
price. There are no restrictions on the alienability of the
Common Stock other than those which may be imposed by the
Securities Act of 1933, as amended, on particular shares.
There are no provisions in the Certificate of Incorporation
or By-Laws of the Company that may have the effect of delaying,
deferring or preventing a change in control of the Company and
that would operate with respect to an extraordinary corporate
transaction involving the Company, such as a merger, a
reorganization, a tender offer, a sale or transfer of
substantially all of its assets, or liquidation.
Holders of the Common Stock have no cumulative voting
rights and there is no classification of the Board of Directors,
which means that stockholders owning more than 50% of the
outstanding shares of the Common Stock can vote to elect all
directors. Meadow Lane Partners LLC ("Meadow Lane") currently
owns more than 50% of the outstanding shares of the Common
Stock. Accordingly, Meadow Lane would be able to elect all of
the directors and the remaining stockholders would not be able
to elect any.
<PAGE 3>
Dividend payments on the Common Stock are discretionary
with the Board of Directors of the Company and will depend on
various factors, including earnings, capital requirements and
financial condition. The Board has no current plan to pay cash
dividends on the Common Stock in the foreseeable future because
of the cash requirements of the Company to complete its research
and development program and its history of losses which are
expected to continue for at least two years when its first
product is anticipated to be brought to market, as to which
there can be no assurance.
The Transfer Agent for the Common Stock is U.S. Stock
Transfer Corporation, 1745 Gardena Avenue, Suite 200, Glendale,
CA 91204.
The Common Stock was previously registered pursuant to
Section 12(b) of the Exchange Act and was listed and traded on
the Pacific Exchange, Inc. (the "Exchange") until trading was
suspended by the Exchange on May 13, 1997 as a result of the
Company's failure to meet the Exchange's net tangible asset/net
worth requirements for Tier II securities. On September 29,
1997, after the Company withdrew its appeal from the Exchange's
decision on May 12, 1997 to delist the Common Stock, the
Exchange applied to the Securities and Exchange Commission (the
"Commission") pursuant to Rule 12d2-2 under the Exchange Act to
remove the Common Stock from listing and registration on the
Exchange effective October 29, 1997. The Commission issued such
order on October 28, 1997. The Company has, however, continued
to file periodic reports pursuant to Section 13 of the Exchange
Act.
Item 2. Exhibits.
The following exhibits are incorporated by reference to the
Company's Registration Statement on Form SB-2, File No. 33-
61786:
Number Exhibit
3(a) Copy of Certificate of Incorporation of the Company as
filed in Delaware on October 8, 1992.
3(a)(1) Copy of Amendment to Certificate of Incorporation of
the Company as filed in Delaware on October 13, 1992.
3(b) Copy of By-Laws of the Company.
<PAGE 4>
SIGNATURES
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, thereunto duly authorized.
U.S. DRUG TESTING, INC.
(Registrant)
Date: February 4, 1998 By: /s/ Linda H. Masterson
-----------------------------------------
Linda H. Masterson
President and Chief Executive Officer
