SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
Directrix, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-4015248
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
536 Broadway, 10th Floor
New York, New York 10012
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of
securities and is effective upon debt securities and is to
filing pursuant to General Instruction become effective simultan-
A(c)(1), please check the following box. [ ] eously with the effective-
ness 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(b) of the Act:
Title of each class Name of each exchange on which
to be registered class is to be registered
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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The information required by Item 202 of Regulation S-B is contained in the
Registration Statement on Form SB-2 (File No. 333-64485)(the "Registration
Statement") of Directrix, Inc. (the "Company"), filed with the Securities
and Exchange Commission on September 29, 1998, under the caption
"Description of Securities," which is incorporated herein by reference.
Item 2. Exhibits
1. Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the
Registration Statement and incorporated herein by reference);
2. By-Laws of the Company (filed as Exhibit 3.2 to the Registration
Statement and incorporated herein by reference); and
3. Specimen certificate representing shares of the Company's Common Stock,
par value $.01 per share, which are being registered herewith (filed as
Exhibit 4.1 to the Registration Statement and incorporated herein by
reference).
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.
Directrix, Inc.
By: /s/ J. Roger Faherty
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J. Roger Faherty
Chairman of the Board and Chief
Executive Officer
Date: November 25, 1998
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