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
CARING PRODUCTS INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 98-0134875
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
200 First Avenue West, Suite 200, Seattle, Washington 98119
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(Address of Principal Executive Office) (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 1993 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
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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Units, each Unit consisting of one share of Common Stock
and one Warrant to purchase one share of Common Stock
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(Title of Class)
Common Stock, par value $0.01 per share
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(Title of Class)
Warrants to purchase shares of Common Stock
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to (i) units (the "Units"), each
Unit consisting of one share of the Registrant's common stock, par value
$0.01 per share (the "Common Stock"), and one warrant (the "Warrants") to
purchase one share of the Common Stock, (ii) the Common Stock and (iii) the
Warrants. Reference is made to the material set forth under the caption
"Description of Securities" in the Prospectus included in Amendment No. 1 to
the Registrant's Registration Statement on Form SB-2, File No. 333-35239,
filed with the Securities and Exchange Commission (the "Commission") on
October 29, 1997 pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). The material set forth under such caption is incorporated
herein by reference. Reference is also made to the material set forth in the
Prospectus to be subsequently filed by the Registrant pursuant to Rule 424(b)
under the Securities Act. Such Prospectus shall be deemed to be incorporated
herein by reference.
ITEM 2. EXHIBITS.
I. The following Exhibits have heretofore been filed with the
Commission or are being filed with the Commission simultaneously
herewith, and are incorporated herein by reference.
a) Restated Certificate of Incorporation of the Registrant (filed
as Exhibit 3.1 to the Registration Statement on Form SB-2,
File No. 33-96882-LA (the "Prior Registration Statement"),
filed with the Commission on September 12, 1995, and
incorporated herein by this reference).
b) Certificate of Amendment of Restated Certificate of
Incorporation (filed as Exhibit 3.1.1 to Amendment No. 1
to the Prior Registration Statement, filed with the
Commission on March 20, 1996, and incorporated herein
by this reference).
c) Certificate of Amendment of Restated Certificate of
Incorporation (filed as Exhibit 3.1.2 to the Registration
Statement on Form SB-2, File No. 333-35239, filed with the
Commission on September 9, 1997 (the "Current Registration
Statement"), and incorporated herein by this reference).
d) Certificate of Amendment of Restated Certificate of
Incorporation (filed as Exhibit 3.1.3 to Amendment No. 1
to the Current Registration Statement (the "Amendment No. 1
to the Current Registration Statement"), filed with the
Commission on October 29, 1997, and incorporated herein
by this reference).
e) Bylaws of the Registrant (filed as Exhibit 3.2 to the Prior
Registration Statement and incorporated herein by this
reference).
f) Specimen certificate representing the Common Stock (filed as
Exhibit 4.1.1 to Amendment No. 1 to the Current Registration
Statement and incorporated herein by this reference).
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g) Form of Warrant Agreement between the Registrant and The
Bank of Nova Scotia Trust Company of New York, as warrant
agent (filed as Exhibit 4.6 to the Current Registration
Statement and incorporated herein by this reference).
h) Form of Warrant Certificate (filed as Exhibit 4.7 to
Amendment No. 1 to the Current Registration Statement and
incorporated herein by this reference).
i) Form of Unit Certificate (filed as Exhibit 4.9 to Amendment
No. 2 to the Current Registration Statement, filed with the
Commission on November 7, 1997, and incorporated herein by
this reference).
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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, thereunto duly
authorized.
CARING PRODUCTS INTERNATIONAL, INC.
Date: November 7, 1997 By: /s/ William H.W. Atkinson
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Name: William H.W. Atkinson
Title: Chairman and Chief Executive
Officer
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