Vertical Computer Systems (VCSY) 8-A12G Registration of securities

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

VERTICAL COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware	65-0393635
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
101 West Renner Road, Suite 300 Richardson, Texas 75082	75082
(Address of principal executive offices)	(Zip Code)

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

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.  q

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.  þ

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

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

Series A-1 Preferred Stock Purchase Rights

(Title of Class)

(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

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

A description of the Registrant's Series A-1 Preferred Stock Purchase Rights is set forth under Item 1.01 of the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 14, 2010, which description is incorporated herein by reference.

Item 2. Exhibits

Exhibit No.	Description and Method of Filing
4.1	Rights Agreement, dated as of June 9, 2010, between Vertical Computer Systems, Inc. and Olde Monmouth Stock Transfer Co., Inc., as Rights Agent, incorporated herein by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed June 14, 2010.

SIGNATURES

Pursuant to the requirements 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.

	VERTICAL COMPUTER SYSTEMS, INC.
Date: June 14, 2010	By:	/s/ Richard Wade
		Richard Wade, President & Chief
		Executive Officer