SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8 AMENDMENT TO APPLICATION OR REPORT FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 CHEM INTERNATIONAL, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) Amendment No. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Application for Registration on Form 8-A as set forth in the pages attached hereto: Facing Page "Item 1: Description of Registrant's Securities to be Registered" SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- AMENDMENT NO. 1 TO FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHEM INTERNATIONAL, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-3035216 - ------------------------------------------------------------------------------- (State of incorporation or organization) (IRS Employee Identification #) 201 Route 22, Hillside, New Jersey 07205 - ------------------------------------------------------------------------------- (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 so registered each class is to be registered ------------------- ------------------------------ NONE NONE - -------------------------------- ------------------------------ - -------------------------------- ------------------------------ If this Form relates to the registration of a class of debt securities and is to become effective upon filing pursuant to General Instruction A.(c)(1), check the following box: [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), check the following box: [ ] Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.002 PER SHARE - ------------------------------------------------------------------------------- (Title of Class) CLASS "A" REDEEMABLE COMMON STOCK PURCHASE WARRANTS - ------------------------------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. A description of the Registrant's securities to be registered is incorporated herein by reference to the section entitled "Description of Securities" in the Preliminary Prospectus forming a part of Amendment No. 2 to the Registrant's Registration Statement on Form SB- 2, File No. 333- 5240-NY, filed with the Securities and Exchange Commission on October 17, 1996, a copy which incorporated information is attached hereto as Exhibit A. Item 2. Exhibits. Exhibit Number Description of Document - ------ ----------------------- A The "Description of Securities" section of the Preliminary Prospectus forming a part of Amendment No. 2 to the Registrant's Registration Statement on Form SB-2, File No. 333-5240-NY, is incorporated herein by reference as referred to in Item 1. 1.1 Form of Common Stock Certificate.(1) 1.2 Class A Redeemable Warrant Certificate (filed as Exhibit 4.1 to Amendment No. 2 to the Registration Statement of the Registrant on Form SB-2, File No. 333-5240- NY, and hereby incorporated herein by reference). 2.1 Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registration Statement of the Registrant on Form SB-2, File No. 333-5240-NY, and hereby incorporated herein by reference). 2.2 By-Laws of the Registrant (filed as Exhibit 3.2 to the Registration Statement of the Registrant on Form SB-2, File No. 333-5240-NY, and hereby incorporated herein by reference). 2.3 Form of Amended Warrant Agreement governing the Class A Redeemable Warrants (filed as Exhibit 4.1 to Amendment No. 2 to the Registration Statement of the Registrant on Form SB-2, File No. 333-5240-NY, and hereby incorporated herein by reference). - ------------------ (1) Previously filed. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Act of 1934, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. CHEM INTERNATIONAL, INC. --------------------------------- Registrant By: /s/ E. Gerald Kay ----------------------------- E. Gerald Kay, President DATE: October 18, 1996