SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 --------- 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 INTELLI-CHECK, INC. - ----------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 11-3234779 - ----------------------------------------------- ------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 775 Park Avenue, Huntington, NY 11743 - ----------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the Exchange Securities Act of 1933 pursuant to Act and is effective pursuant to Section 12(g) of the Exchange general Instruction A(c) please check Act and is effective pursuant to the following box. |X| General Instruction A(d) please check the following box. |_| Securities Act registration statement file number to which this form relates: 333-87797 - --------- 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 Common Stock, par value $.001 per share The American Stock Exchange, Inc. - ------------------------------------------ --------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------------------ (Title of Class) - ------------------------------------------------------------------------------ (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The securities to be registered are the Registrant's Common Stock, par value $.001 per share which is described under the caption "Description of Securities" under the heading "Common Stock" in the prospectus filed as part of the Registrant's Registration Statement on Form SB-2, as amended, File No. 333- 87797, including any prospectus related thereto filed subsequently pursuant to Rule 424 of the Securities Act of 1933, as amended. Such description is hereby deemed to be incorporated by reference into this registration statement in accordance with the Instruction to Item 1 of this Form. ITEM 2. EXHIBITS. 1. Registration Statement on Form SB-2, as amended (File No. 333-87797), originally filed on September 24, 1999 and subsequently amended by amendment No. 1 thereto filed on November 1, 1999 (Incorporated by reference). 2. Registrant's Certificate of Incorporation is incorporated by reference to Exhibit 3.1 to registrant's registration statement on Form SB-2, registration no. 333-87797. 3. Registrant's By-laws are incorporated by reference to Exhibit 3.2 to registrant's registration statement on Form SB-2, registration number 333-87797. 4. Specimen of Registrant's Common Stock Certificate is incorporated by reference to Exhibit 4.1 to Registrant's Registration Statement on Form SB-2, registration no. 333-87797. 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. DATE: November 10, 1999 INTELLI-CHECK, INC. By /s/ Frank Mandelbaum ----------------------------- Frank Mandelbaum Chairman and Chief Executive Officer Page 2 of 2 Pages