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
IMAGEMATRIX CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1313108
---------------------------------------- ---------------------------------
(State of Incorporation or organization) (IRS employer identification No.)
400 S. Colorado, Suite 500, Denver, Colorado 80222
-------------------------------------------- ---------------------------------
(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
------------------- -------------------------------------
None None
-------------------- -------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
Warrants, two of which entitle the holder to purchase one share of Common Stock
Units, each Unit consisting of one share of Common Stock and one Warrant
--------------------------------------------------------------------------------
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
This registration statement relates to the registration with the Securities
and Exchange Commission ("Commission") of shares of (i) Common Stock, no par
value per share (the "Common Stock"), of ImageMatrix Corporation, a Colorado
corporation (the "Registrant"), (ii) Units consisting of one share of Common
Stock and one Warrant, and (iii) Warrants to purchase Common Stock, two of which
entitle the holder to purchase one share of Common Stock. A description of the
Common Stock to be registered hereunder is set forth under the caption
"Description of Securities--Common Stock" in the final prospectus filed with
the Commission pursuant to Rule 424(b) in connection with Registration Statement
No. 333-1990 on Form SB-2, which prospectus is incorporated herein by reference.
ITEM 2. EXHIBITS.
--------
3.1 Amended and Restated Articles of Incorporation of the Registrant.*
3.2 Amended and Restated Bylaws of the Registrant.*
4.1 Form of Certificate for shares of Common Stock.*
4.2 Form of Warrant Agreement and Redeemable Warrant.*
*Similarly denoted as an exhibit to Registration Statement No. 333-1990 on Form
SB-2 and incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
IMAGEMATRIX CORPORATION
Dated: May 17, 1996 By: /s/ KEITH E. BRUE
----------------------------------
Keith E. Brue, Vice President and
Chief Financial Officer