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 CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 23-2498715 - ---------------------------------------- ------------------ (State of incorporation or organization)			 (IRS Employer Identification No.) 1735 Market Street, Mellon Bank Center, Suite 1300 Philadelphia, Pennsylvania	 19103 - -------------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which each class is to To be so registered be registered ------------------- ------------------------ None 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) Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value per share --------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered ------------------------------------------------------- For a description of the Common Stock, par value $.001 per share, of the Registrant being registered hereunder, reference is made to the information under the heading "Description of the Securities to be Registered" on page 29 of the Amendment No.1 to Registrant's Form S-3 Registration Statement dated May 12, 2000 (Reg. No. 333-96039) as filed with the Securities and Exchange Commission (the "Commission") on May 12, 2000 (Exhibit 3.3 hereto) and to the information on page 2 of the Registrant's Form 8-K dated July 17, 2000 (Reg. No. 033-90344) as filed with the Commission on July 17, 2000 (Exhibit 3.4 hereto). The aforementioned description is hereby incorporated by reference herein. Item 2. Exhibits -------- The following exhibits are filed herewith or incorporated herein by reference: Exhibit Number Exhibit Title or Description -------------- ---------------------------- 3.1 Certificate of Incorporation of Registrant (Incorporated by Reference to the Exhibit to the Registrant's Form 10-KSB for the period ended July 31, 1990). 3.1.1 Amendment to Certificate of Incorporation of Registrant dated July 3, 2000 (Incorporated by Reference to the Exhibit to the Registrant's Form 10-K for the period ended June 30, 2000). 3.2 By-laws of the Registrant (Incorporated by Reference to the Exhibit to the Registrant's Form 10-KSB for the period ended July 31, 1990). 3.3 Amendment No.1 to Form S-3 Registration Statement dated May 12, 2000 (Reg. No. 333-96039) as filed with the Securities and Exchange Commission on May 12, 2000. 3.4 Form 8-K dated July 17, 2000 (Reg. No. 033-90344) as filed with the Securities and Exchange Commission on July 17, 2000. 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: October 10, 2000 Clariti Telecommunications International, Ltd. By: /s/ James M. Boyd, Jr. ------------------------------------ Name: James M. Boyd, Jr. Title: Vice President of Finance and Chief Accounting Officer