SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
CARDIOPULMONARY CORP.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-1240435
- ---------------------------------------- ------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
200 Cascade Boulevard
Milford, Connecticut 06460
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
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(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
None None
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 Registrant's Common Stock, $.01 par value, is to be registered.
Reference is hereby made to the description set forth under the caption
"Description of Capital Stock" contained in the Prospectus contained in the
Registration Statement on Form S-1 (File No. 333-4315), as amended (the
"Registration Statement"), of Cardiopulmonary Corp., as filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and which is hereby incorporated by reference.
ITEM 2. EXHIBITS
1. Restated Certificate of Incorporation of the Registrant, incorporated
herein by reference to Exhibit 3.1 of the Registration Statement.
2. By-Laws of the Registrant, incorporated herein by reference to Exhibit
3.2 of the Registration Statement.
3. Specimen Common Stock Certificate of the Registrant, incorporated herein
by reference to Exhibit 4.1 of the Registration Statement.
The Registrant hereby incorporates by reference into this registration
statement the description of its Common Stock included in any form of prospectus
subsequently filed by the Registrant pursuant to Rule 424(b) under the
Securities Act of 1933, as amended.
-2-
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.
CARDIOPULMONARY CORP.
By: /s/ JAMES W. BIONDI, M.D.
-------------------------------------
James W. Biondi, M.D.
Chairman and
Chief Executive Officer
Dated: July 18, 1996