1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NHANCEMENT TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) DELAWARE 84-1360852 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1746 COLE BOULEVARD, SUITE 265, GOLDEN, COLORADO 80401 (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 related to the If this Form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become filing pursuant to General effective simultaneously with Instruction A(c)(1) please check the effectiveness of a the following box. [ ] 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: COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class) - -------------------------------------------------------------------------------- 2 Item 1. Description of Registrant's Securities to be Registered. For a description of the Securities registered hereby, see "Description of Capital Stock" in Amendment No. 2 to the Registrant's Registration Statement on Form SB-2 (Registration No. 333-15563), as filed with the Secutities and Exchange Commission (the "Commission") on January 13, 1997, which description is incorporated herein by reference. Item 2. Exhibits. 3.1 Certificate of Incorporation with the Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to the Registrant's Amendment No. 2 to Registration Statement on Form SB-2, Registration No. 333-15563, as filed with the Commission on January 13, 1997.) 3.2 Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 to the Registrant's Amendment No. 2 to Registration Statement on Form SB-2, Registration No. 333-15563, as filed with the Commission on January 13, 1997.) -2- 3 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. NHANCEMENT TECHNOLOGIES INC. Dated: January 17, 1997 By: /s/ ESMOND T. GOEI -------------------------------------- Esmond T. Goei Chairman, Chief Executive Officer and President -3-