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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)
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
Not Applicable Not Applicable
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:
Common Stock, $.01 par value
(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
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Directors out of funds legally available therefor, subject to the prior rights
of holders of Preferred Stock of the Company. Upon 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 subject to such
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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. By-Laws of Registrant, as amended to date, and form of By-Laws of
Registrant, as to be amended prior to commencement of offering.
2. Articles of Organization, filed January 4, 1989.
3. Articles of Amendment, filed May 31, 1991.
4. Articles of Amendment, filed March 31, 1994.
5. Certificate of Vote of Directors Establishing A Series of A Class of Stock,
filed August 10, 1994 (Series A Preferred).
6. Certificate of Vote of Directors Establishing A Series of A Class of Stock,
filed August 10, 1994 (Series B Preferred).
7. Certificate of Vote of Directors Establishing A Series of A Class of Stock,
filed August 10, 1994 (Series B Preferred).
8. Certificate of Vote of Directors Establishing A Series of A Class of Stock,
filed February 8, 1996 (Series C Preferred).
9. Articles of Amendment, filed February 8, 1996.
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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 31, 1996
By
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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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