1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Coral Systems, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 84-11777-92 - ---------------------------------------- --------------------------------- (State of Incorporation or Organization) (I.R.S Employer Identification no.) 1500 Kansas Avenue, Suite 2E, Longmont, CO 80501 - ------------------------------------------ --------------------------------- (Address of principal executive offices) (zip code) If this Form relates to the registration of a class If this Form relates to the registration of a class of debt securities and is effective upon filing of debt securities and is to become effective pursuant to General Instruction A(c)(1) please check simultaneously with the effectiveness of a concurrent the following box. [ ] 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(b) of the Act: Title of Each Class to Name of Each Exchange on Which be so Registered Each Class is to be Registered ---------------------- ------------------------------ None Not Applicable ----------------------------- ------------------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of class) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Common Stock to be registered hereunder is contained in the section entitled "Description of Capital Stock," commencing at page 48 of the Prospectus included in the Registrant's Form S-1 Registration Statement No. 333-14333, filed with the Securities and Exchange Commission (the "Commission") on October 17, 1996 and is incorporated herein by reference. ITEM 2. EXHIBITS. Exhibit Number Description ------ ----------- 3.(i).2 Form of Amended and Restated Certificate of Incorporation of the Registrant. (1) 3.(ii).2 Form of Amended and Restated Bylaws of the Registrant. (1) 4.2 Specimen Stock Certificate for Registrant's Common Stock. (2) --------------- (1) Filed as an exhibit to the Registrant's Form S-1 Registration Statement No. 333-14333 filed with the Securities and Exchange Commission on August 30, 1996 and incorporated herein by reference. (2) To be filed by amendment. 3 SIGNATURE Pursuant to the requirement of Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Coral Systems, Inc. ------------------------------- (Registrant) Date: November 22, 1996 By: /s/ Eric A. Johnson ----------------------------------- Eric A. Johnson President, Chief Executive Officer and Chairman of the Board