Form 8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 


 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) or (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

VERICHIP CORPORATION

(Exact name of registrant as specified in its charter)

 

 

DELAWARE         43-1641533

(State or other jurisdiction of

incorporation or organization)

     

(IRS Employer

Identification No.)

1690 South Congress Avenue, Suite 200

Delray Beach, Florida 33445

(561) 805-8008

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

     

Name of each exchange on which

each class is to be registered

Common stock, par value $0.01 per share

       

The Nasdaq Global Market

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ¨

Securities Act registration statement file number to which this form relates: 333-130754 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: N/A

 


(Title of class)

 


Item 1. Description of Registrant’s Securities to be Registered.

The description of the common stock, $0.01 par value per share, of VeriChip Corporation (the “Company”) under the heading “Description of Capital Stock” contained in the Company’s registration statement on Form S-1 (File No. 333-130754), as amended from time to time (the “Form S-1”), is incorporated herein by reference and shall be deemed to be a part hereof.

Item 2. Exhibits.

 

3.1    Second Amended and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of the State of Delaware on December 18, 2006 (incorporated herein by reference to Exhibit 3.1 to the Form S-1)
3.2    Amended and Restated By-Laws of the Registrant adopted as of December 12, 2005 (incorporated herein by reference to Exhibit 3.2 to the Form S-1)
4.3    Form of certificate for the shares of common stock (incorporated herein by reference to Exhibit 4.3 to the Form S-1)

 


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.

 

 

VERICHIP CORPORATION

(Registrant)

 

Dated: February 6, 2007

  By:   /S/ Scott R. Silverman
     
   

Scott R. Silverman

Chief Executive Officer

 


EXHIBIT INDEX

 

Exhibit
Number
 

Description

3.1   Second Amended and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of the State of Delaware on December 18, 2006 (incorporated herein by reference to Exhibit 3.1 to the Form S-1)
3.2   Amended and Restated By-Laws of the Registrant adopted as of December 12, 2005 (incorporated herein by reference to Exhibit 3.2 to the Form S-1)
4.3   Form of certificate for the shares of common stock (incorporated herein by reference to Exhibit 4.3 to the Form S-1)