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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ABACUS DIRECT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 84-1118166
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(State of incorporation or (I.R.S. Employer
organization) Identification Number)
8774 Yates Drive
Westminster, Colorado 80030
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(Address of principal (Zip Code)
executive offices)
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 each class is to be registered
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None.
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
Common Stock, par value $.001 per share
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Title of Class
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Common Stock and Preferred Stock
and the description of the anti-takeover effects of the charter and by-laws of
the Registrant included under the caption "Description of Securities" set forth
in the Prospectus contained in the Registration Statement on Form SB-2 of the
Registrant (Registration No. 333-5380), filed with the Securities and Exchange
Commission on August 7, 1996 (the "Original Filing") and in Amendment No. 1 to
the Registration Statement on Form SB-2 of the Registrant, filed with the
Securities and Exchange Commission on September 12, 1996 ("Amendment No. 1"),
as further amended from time to time (collectively, the "Registration
Statement"), is incorporated herein by reference.
Item 2. Exhibits.
1. Specimen stock certificate for the Common Stock to be registered
hereunder. Incorporated by reference to Exhibit No. 4.01 to the Registration
Statement.
2. Certificate of Incorporation of the Registrant. Incorporated by
reference to Exhibit No. 3.01 to the Registration Statement.
3. Bylaws of the Registrant. Incorporated by reference to Exhibit
3.02 to the Registration Statement.
4. The Original Filing and Amendment No. 1*
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* Included with the copy of this Registration Statement on Form 8-A
filed with Nasdaq, but not being filed with or incorporated by reference in,
the copies of this Registration Statement on Form 8-A filed with the Securities
and Exchange Commission.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
September 24, 1996
ABACUS DIRECT CORPORATION
By: /s/ KARL M. FRIEDMAN
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Karl M. Friedman
Senior Vice President --
Finance
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