UNITED STATES 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 VISTANA, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Florida 59-3415620 - - ------------------------------------------------------------------------ (State of incorporation or Organization) (I.R.S. Employer Identification No.) 8801 Vistana Centre Drive, Orlando, Florida 32821 - - ------------------------------------------------------------------------ (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 Secton 12(g) of the Act: Common Stock, par value $0.01 per share - - ------------------------------------------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The Registrant hereby incorporates by reference the information set forth under the caption "Description of Capital Stock" contained in the prospectus filed with the Securities and Exchange Commission (the "Commission") as part of Registrant's Registration Statement on Form S-1 (No. 333-19045) (as the same may be amended from time to time, the "Registration Statement"). Any form of prospectus subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed incorporated herein by this reference. Item 2. Exhibits. The following documents are filed as exhibits to this registration statement: Exhibit No. Description - - ----------- ---------------------------------------------------- 1* Registration Statement of Vistana, Inc. on Form S-1, as initially filed with the Commission on December 31, 1996, together with all amendments and supplements thereto. 2* Articles of Incorporation of Vistana, Inc. (filed as Exhibit 3.1 to the Registration Statement) 3* By-Laws of Vistana, Inc. (filed as Exhibit 3.2 to the Registration Statement) 4* Form of Common Stock certificate of Vistana, Inc. (filed as Exhibit 4.3 to the Registration Statement) 5* Registration Rights Agreement, dated as of February 10, 1997, among Vistana, Inc. and the parties named therein (filed as Exhibit 10.11 to the Registration Statement) - - ----------------- * Incorporated by reference pursuant to Rule 12b-32(a) promulgated under the Securities Exchange Act of 1934, as amended -2- 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, thereunto duly authorized. Vistana, Inc. -------------------------------- (Registrant) By: /s/ Raymond L. Gellein, Jr. -------------------------------- Raymond L. Gellein, Jr. Chairman of the Board of Directors and Co-Chief Executive Officer Date: February 24, 1997 -3-