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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUTHORISZOR INC.
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(Exact name of registrant as specified in its charter)
Delaware 75-2661571
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1 Justin Road, Natick Massachusetts 01760-5565
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(Address of principal executive offices) (Zip Code)
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: |_|
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: |X|
Securities Act registration statement file number to which this Form
relates: 333-32816
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
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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Title of Class
Page 1 of 3 Pages
ITEM 1. Description of Securities To Be Registered.
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The Section entitled "Description of Capital Stock" in the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-32816) that was filed with the
Securities and Exchange Commission (the "Commission") on March 20, 2000,
together with all amendments filed with respect thereto, (the "Registration
Statement") is deemed to be incorporated by reference herein.
ITEM 2. Exhibits.
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The securities described herein are to be registered on the Nasdaq
National Market, on which no other securities of the Company are registered.
Accordingly, pursuant to Part II to the Instructions as to Exhibits on Form 8-A,
the following exhibits are not filed with, or incorporated by reference in,
copies of this Registration Statement on Form 8-A filed with the Commission, but
are incorporated by reference as part of this Registration Statement on Form 8-A
to be filed with the Nasdaq National Market.
1.1 Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998, filed by the Company on April 1, 1999 with the Securities and
Exchange Commission, incorporated by reference herein.
2.1 Current Reports on Form 8-K filed by the Company since December 31,
1998.
a. Current Report on Form 8-K filed by the Company on January 5,
1999, incorporated by reference herein;
b. Current Report on Form 8-K filed by the Company on July 30, 1999,
incorporated by reference herein;
c. Current Report on Form 8-K filed by the Company on August 6, 1999
and amended November 17, 1999, incorporated by reference herein;
d. Current Report on Form 8-K filed by the Company on December 15,
1999, incorporated by reference herein;
e. Current Report on Form 8-K filed by the Company on February 14,
2000, incorporated by reference herein;
f. Current Report on Form 8-K filed by the Company on March 8, 2000
and amended May 8, 2000, incorporated by reference herein;
2.2 Quarterly Reports on Form 10-QSB filed by the Company since December
31, 1998
a. Quarterly Report on Form 10-QSB for the period ended March 31,
1999, filed by the Company on May 17, 1999, incorporated by
reference herein;
b. Quarterly Report on Form 10-QSB for the period ended June 30,
1999, filed by the Company on August, 19, 1999, incorporated by
reference herein;
Page 2 of 3 Pages
c. Quarterly Report on Form 10-QSB for the period ended September
30, 1999, filed by the Company on November 23, 1999, incorporated
by reference herein;
d. Quarterly Report on Form 10-QSB for the period ended September
30, 1999, filed by the Company on November 23, 1999, incorporated
by reference herein;
e. Quarterly Report on Form 10-QSB for the period ended December 31,
1999, filed by the Company on February 22, 2000 and amended
February 23, 2000 and March 21, 2000, incorporated by reference
herein;
f. Quarterly Report on Form 10-QSB for the period ended March 31,
2000, filed by the Company on May 15, 2000, incorporated by
reference herein.
4.1 Certificate of Incorporation, incorporated by reference to the exhibit
shown in parenthesis included in the Company's Current Report on Form
8-K dated July 29, 1996 (Exhibit 4.1) and the Amendment to the
Company's Certificate of Incorporation, incorporated by reference to
the exhibit shown in parenthesis included in the Company's Quarterly
Report on Form 10-QSB for the period ended September 30, 1999, filed
by the Company on November 23, 1999. (Exhibit 3.1)
4.2 Bylaws, incorporated by reference to the exhibit shown in parenthesis
included in the Company's Annual Report on Form 10-KSB for the period
ended December 31, 1996, filed by the Company on May 1, 1997. (Exhibit
3.2)
5.1 Specimen of Registrant's Stock Certificate evidencing Common Stock,
incorporated by reference to the exhibit shown in parenthesis included
in the Company's Registration Statement on Form S-1 (File No.
333-32816) filed by the Company on March 20, 2000. (Exhibit 4.7)
Page 3 of 3 Pages
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.
Dated: May 17, 2000
AUTHORISZOR INC.
By: /s/ Richard A. Langevin
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Richard A. Langevin
President and Chief Executive Officer
Page 4 of 3 Pages