UNITED STATES
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 EXCHANGE ACT OF 1934
Centennial Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-2978400
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
37 Manning Road, Billerica, Massachusetts 01821
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(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
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Common Stock, $.01 par value per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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(Title of class)
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. [ ]
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock
The capital stock of Centennial Technologies, Inc. (the "Registrant")
to be registered is the Registrant's Common Stock, $.01 par value per share (the
"Common Stock"). Subject to the prior rights of any preferred stock which may
from time to time be outstanding, if any, all holders of shares of Common Stock
have equal ratable rights to dividends from funds legally available for
dividends, when and if declared by the Registrant's Board of Directors. The
Common Stock has no terms of conversion, sinking fund provisions or redemption
provisions. Each share of Common Stock held of record entitles the holder
thereof to one (1) vote on all matters, including the election of directors. The
Board of Directors is not classified. All holders of shares of Common Stock are
entitled to share ratably in all of the assets of the Registrant remaining after
payment of liabilities and payment of accrued dividends and liquidation
preferences on the preferred stock, if any, upon liquidation, dissolution or
winding up of the Registrant's affairs. The Common Stock has no preemption
rights. The holders of the Common Stock have no liability to further calls or
assessment by the Registrant. Of the 50,000,000 authorized shares of Common
Stock, 583,739 shares presently issued and outstanding are not registered under
the Securities Act of 1933, as amended (the "Act"), and are "restricted
securities" as that term is defined in Rule 144 pursuant to the Act.
Certificates for such restricted securities bear legends restricting transfer of
such shares and each holder understands and has agreed that the shares must be
held unless they are registered under the Act or an exemption from such
registration is available. A registration statement on Form S-3 has been filed
for registration under the Act for 115,004 shares of the restricted Common
Stock. There is no provision discriminating against any existing or prospective
holder of the Common Stock as a result of such security holder owning a
substantial amount of Common Stock.
The rights evidenced by the Common Stock to be registered are not
presently, but may be, materially limited or qualified by the rights of any
shares of the Registrant's preferred stock, if any are issued. The Board of
Directors has the authority to designate the rights and preferences of any
shares of preferred stock upon their issuance.
ITEM 2. EXHIBITS.
The securities to be registered hereby are to be registered on an
exchange on which no other securities of the Registrant are registered.
Therefore, all exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange and are not filed with or incorporated by reference
in this Registration Statement.
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.
CENTENNIAL TECHNOLOGIES, INC.
By:/s/ Emanuel Pinez
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Emanuel Pinez, Chief Executive Officer
Date: November 12, 1996
