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 Innotrac Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Georgia 58-1592285 - ----------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 1828 Meca Way, Norcross, Georgia 30093 - ----------------------------------------------------------------- (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 N/A N/A - ------------------------- ------------------------------ 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 (if applicable): 333-42373. Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.10 per share - ----------------------------------------------------------------- (Title of Class) Series A Participating Cumulative Preferred Stock Purchase Rights - ----------------------------------------------------------------- (Title of Class) 1 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Incorporated herein by reference is the description of Common Stock and Series A Participating Cumulative Preferred Stock Purchase Rights set forth under the heading "Description of Capital Stock" contained in the Registrant's Registration Statement on Form S-1 (Registration No. 333-42373) under the Securities Act of 1933, as amended, initially filed on December 16, 1997, as amended (the Registration Statement ). ITEM 2. EXHIBITS. 3.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement). 3.2 Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement. 4.1 Form of Common Stock Certificate of the Registrant, par value $0.10 per share (incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement). 4.2 Rights Agreement between the Registrant and Reliance Trust Company as Rights Agent, dated as of December 31, 1997, together with exhibits, including the Form of Board Resolutions Establishing and Designating Preferred Stock, Form of Rights Certificate and Summary Description of the Shareholder Rights Plan (incorporated herein by reference to Exhibit 4.2 to the Registrant's Registration Statement). 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. April 3, 1998 INNOTRAC CORPORATION -------------------- (Registrant) By: /s/ John H. Nichols III John H. Nichols Vice President and Chief Financial Officer 2