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 EXCHANGE ACT OF 1934
QUIETPOWER SYSTEMS, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 06-1346524
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
460 West 34th Street, New York, New York 10001
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box [ ] 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
Common Stock, par value $.01 per share. AMEX
Redeemable Common Stock Purchase Warrants. AMEX
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable.<PAGE>
Item 1. Description of Registrant's Securities to
be Registered.
The Registrant's Registration Statement on Form SB-2, Registration
No. 333-26715, contains a description of the Common Stock and Redeemable
Common Stock Purchase Warrants to be registered under the caption
"Description of Securities"; such descriptions are incorporated herein by
reference.
Item 2. Exhibits.
Exhibit No. Description
1. Form of Common Stock Certificate (Exhibit 4.1 to
Registration Statement No. 333-26715 is incorporated
by reference).
2. Specimen Form of Public Redeemable Common Stock
Purchase Warrant Certificate (Exhibit 4.3 to
Registration Statement No. 333-26715 is incorporated
by reference).
3. Form of Warrant Agreement between the Company,
Continental Stock Transfer & Trust Company and
National Securities Corporation (Exhibit 4.2 to
Registration Statement No. 333-26715 is incorporated
by reference).
4. Certificate of Incorporation of the Company (Exhibit
3.1 to Registration Statement No. 333-26715 is
incorporated by reference).
5. By-Laws of the Company (Exhibit 3.2 to Registration
Statement No. 333-26715 is incorporated by reference).
<PAGE>
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.
QUIETPOWER SYSTEMS, INC.
By:/s/ Eric W. Jacobson
Eric W. Jacobson
Vice President
Date: June 20, 1997
