FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 SUN HYDRAULICS INCORPORATED - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 59-0696969 - -------------------------------------------------------------------------------- (State of incorporation (IRS Employer or organization) Identification No.) 1500 WEST UNIVERSITY PARKWAY SARASOTA, FLORIDA 34623 - -------------------------------------------------------------------------------- (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 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(g) of the Act: Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class) -1- ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. This registration statement relates to the registration with the Securities and Exchange Commission of shares of common stock, par value $0.001 per share (the "Common Stock"), of Sun Hydraulics Incorporated, a Delaware corporation (the "Registrant"). The description of the Common Stock to be registered hereunder set forth under the caption "Description of Capital Stock" at page 41 of the Prospectus contained in Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-1, filed with the Securities and Exchange Commission on November 27, 1996 (File No. 333-14183), is incorporated herein by reference. ITEM 2. EXHIBITS. DESCRIPTION 1. Specimen of Certificate representing Registrant's Common Stock. 2.1 Certificate of Incorporation of Registrant, as filed with the Commission as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (filed with the Commission on October 15, 1996), File No. 333-14183, is hereby incorporated herein by this reference. 2.2 Bylaws of Registrant, as filed with the Commission as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (filed with the Commission on October 15, 1996), File No. 333-14183, is hereby incorporated herein by this reference. -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 hereunto duly authorized. SUN HYDRAULICS INCORPORATED By: /s/ Clyde G. Nixon ------------------------------- Clyde G. Nixon, President Dated: December 5, 1996 -3- EXHIBIT INDEX Exhibit DESCRIPTION ----------- 1. Specimen of Certificate representing Registrant's Common Stock. 2.1 Certificate of Incorporation of Registrant, as filed with the Commission as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (filed with the Commission on October 15, 1996), File No. 333-14183, is hereby incorporated herein by this reference. 2.2 Bylaws of Registrant, as filed with the Commission as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (filed with the Commission on October 15, 1996), File No. 333-14183, is hereby incorporated herein by this reference. -4-