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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
MOLECULAR DIAGNOSTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4296006
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(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
414 North Orleans Street, Suite
510 Chicago, Illinois 60610
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(Address of principal (Zip Code)
executive offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective upon filing is effective pursuant to
pursuant to General Instruction General Instruction A(d)
A(c) please check the following please check the following
box. [_] box.[ X ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class to be so Name of Each Exchange on Which
Registered Each Class is to be Registered
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None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) 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, $0.001 par value Over-the-Counter Bulletin Board
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Molecular Diagnostics, Inc. (the "Registrant") is registering on
this Form 8-A its common stock, par value $0.001 per share ("Common
Stock"). A description of the Common Stock is contained in the
prospectus included in the Registrant's Registration Statement on Form
S-2, as amended, (Registration No. 333-83578) under the caption
"Description of Capital Stock - Common Stock," which description is
incorporated herein by reference.
ITEM 2. EXHIBITS
3.1 Restated Articles of Incorporation. (Incorporated herein
by on Form 10-K for the fiscal year ended December 31,
1988.)
3.2 Bylaws. (Incorporated herein by reference to Exhibit 3.2
of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989.)
3.3 Certificate of Incorporation, as amended. (Incorporated
herein by reference to Appendix D to the Registrant's
Definitive Proxy Statement on Schedule 14A, filed on April
30, 1999.)
3.4 By-laws. (Incorporated herein by reference to Appendix E
to the Registrant's Definitive Proxy Statement on Schedule
14A, filed on April 30, 1999.)
3.5 Certificate of Designation, Preferences and Rights of
Series A Convertible Preferred Stock. (Incorporated herein
by reference to Exhibit 3.5 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
2000.)
3.6 Certificate of Designation, Preferences and Rights of
Series B Convertible Preferred Stock Corporation.
(Incorporated herein by reference to Exhibit 3.6 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000.)
3.7 Certificate of Incorporation, as amended. (Incorporated
herein by reference to the Registrant's Current Report on
Form 8-K dated September 26, 2001.)
3.8 Section 6 of Article VII of the By-laws as amended.
(Incorporated herein by reference to Exhibit 3.3 to the
Registrant's S-4 Registration Statement, File No. 333-
61666, filed August 24, 2001.)
3.9 Certificate of Designation, Preferences and Rights of
Series C Convertible Preferred Stock. (Incorporated
herein by reference to Exhibit 3.4 to the Registrant's S-2
Registration Statement, File No. 333-83578 filed February
28, 2002.)
3.10 Certificate of Amendment of Certificate of Designation,
Preferences and Rights of Series C Convertible Preferred
Stock. (Incorporated herein by reference to Exhibit 3.5 to
the Registrant's S-2 Registration Statement, File No. 333-
83578 filed February 28, 2002.)
3.11 Certificate of Amendment of Amended Certificate of
Designation, Preferences and Rights of Series C
Convertible Preferred Stock. (Incorporated herein by
reference to Exhibit 3.6 to the Registrant's S-2
Registration Statement, File No. 333-83578 filed February
28, 2002.)
3.12 Certificate of Designation, Preferences and Rights of
Series D Convertible Preferred Stock. (Incorporated herein
by reference to Exhibit 3.7 to the Registrant's S-2
Registration Statement, File No. 333-83578 filed February
28, 2002.)
3.13 Certificate of Designation, Preferences and Rights of
Series E Convertible Preferred Stock. (Incorporated herein
by reference to Exhibit 3.8 to the Registrant's S-2
Registration Statement, File No. 333-83578 filed February
28, 2002.)
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.
MOLECULAR DIAGNOSTICS, INC.
By: /s/ PETER P. GOMBRICH
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Peter P. Gombrich
Chief Executive Officer
and acting Secretary
July 23, 2002