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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PHOTOELECTRON CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts 04-3035323
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5 Forbes Road, Lexington, Massachusetts 02173
(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 registered each class is to be registered
Common Stock, $.01 par value NASDAQ National Market System
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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(g) of the Act:
Not Applicable
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The holders of the Common Stock of Photoelectron Corporation (the "Company")
are entitled to receive ratably such dividends as may be declared by the Board
of Directors out of funds legally available therefor, subject to the prior
rights of holders of Preferred Stock of the Company. Upon
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any liquidation of the Company, after payment of all indebtedness, the assets of
the Company will be distributed pro rata to the holders of the Common Stock
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subject to such rights as may have been granted to the holders of the Preferred
Stock. Holders of the Common Stock have no preemptive, subscription, redemption
or conversion rights and are entitled to one vote for each share held of record
on each matter submitted to a vote of stockholders. The holders of the Common
Stock and the Series A Preferred Stock, the Series B Preferred Stock and the
Series C Preferred Stock will vote together as a class on an as converted basis
on all matters submitted to stockholders for a vote, except for those matters
which, under federal or state law, must be approved by each class or series
separately. It is anticipated that the outstanding shares of Series A, B and C
Preferred Stock will be converted to Common Stock incident to the anticipated
initial public offering of Common Stock.
Item 2. Exhibits.
1. Registration Statement on Form S-1 as filed with the Securities and Exchange
Commission on October 21, 1996.
2. Not Applicable.
3. Not Applicable.
4. Charter and By-Laws.
4.1. By-Laws of Registrant, as amended to date, and form of By-Laws of
Registrant, as to be amended prior to commencement of offering.
4.2. Articles of Organization, filed January 4, 1989.
4.3. Articles of Amendment, filed May 31, 1991.
4.4. Articles of Amendment, filed March 31, 1994.
4.5. Certificate of Vote of Directors Establishing A Series of A Class of
Stock, filed August 10, 1994 (Series A Preferred).
4.6. Certificate of Vote of Directors Establishing A Series of A Class of
Stock, filed August 10, 1994 (Series B Preferred).
4.7. Certificate of Vote of Directors Establishing A Series of A Class of
Stock, filed August 10, 1994 (Series B Preferred).
4.8. Certificate of Vote of Directors Establishing A Series of A Class of
Stock, filed February 8, 1996 (Series C Preferred).
4.9. Articles of Amendment, filed February 8, 1996.
5. Specimen Form of Common Stock Certificate.
6. Not Applicable.
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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 registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Registrant PHOTOELECTRON CORPORATION
Date October 21, 1996
By_____________________________________________________________________________
Peter E. Oettinger
Vice President and Chief Operating Officer
*Print the name and title of the signing officer under his signature.
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