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 NAI Technologies, Inc. ------------------------------------------------- (Exact name of registrant as specified in its charter) New York 11-1798773 --------------------------------------- -------------------- (State of incorporation or organization) (I.R.S. Employer Identification Number) 2405 Trade Centre Avenue, Longmont, Colorado 80503 - ----------------------------------------------- ------------ (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 -- If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1), please check the following box. | | If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness 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(g) of the Act: Warrants to Purchase Common Stock Item 1. Description of Registrant's Securities to be Registered. The description of the warrants (the "Warrants") to purchase common stock, par value $.10 per share (the "Common Stock"), of NAI Technologies, Inc. (the "Company"), contained under the heading "DESCRIPTION OF SECURITIES -- The Warrants" on pages 44-45 of the Preliminary Prospectus contained in Amendment No. 2 to the Company's Registration Statement on Form S-1 (Registration No. 333-3837) filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on July 23, 1996, is hereby incorporated by reference. Item 2. Exhibits. The following exhibits are filed as part of (or incorporated by reference into) this Registration Statement: I Form of Warrant to Purchase Common Stock of the Registrant, on or before February 15, 2002 (incorporated herein by reference to Exhibit 2 to the Registrant's Current Report on Form 8-K dated February 15, 1996 filed with the Commission). -2- SIGNATURES 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, hereunto duly authorized. NAI TECHNOLOGIES, INC. By: /s/ Richard A. Schneider ------------------------------ Name: Richard A. Schneider Title: Executive Vice President and Chief Financial Officer Date: August 9, 1996 -3-