1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ELECTRONIC DESIGNS, INC. ------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 04-3298416 - ---------------------------------------- ------------------------------------ (STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) One Research Drive, Westborough, Massachusetts 01581 - ---------------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this Form relates to the If this Form relates to the registration registration of a class of debt of a class of debt securities and is to securities and is effective upon filing become effective simultaneously with pursuant to General Instruction A(c)(1) the effectiveness of a concurrent please check 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: NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED - --------------------------------------- ------------------------------------ Not Applicable Not Applicable SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, $.01 par value per share -------------------------------------- (TITLE OF CLASS) Redeemable Warrants, redeemable for Common Stock ------------------------------------------------ (TITLE OF CLASS) 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED A description of the Common Stock of the Registrant is set forth in the information provided under "Description of Securities to be Registered" in the Prospectus forming part of Amendment No. 1 to the Form S-3 Registration Statement, filed under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on May 3, 1996 and effective on May 16, 1996, No. 333-3328 (the "May 16, 1996 Registration Statement"), which information is incorporated herein by reference. A description of the Redeemable Warrants of the Registrant is set forth in the information provided under "Description of Securities to be Registered" in the Prospectus forming part of the Post-Effective Amendment No. 2 on Form S-3 to Form SB-2, filed under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on June 3, 1996 and effective on June 10, 1996, No. 33-76186-LA, which information is incorporated herein by reference, with the exception that the expiration date of the Redeemable Warrants has been changed. The Redeemable Warrants now expire at 5:00 p.m., Pacific time, on March 21, 1998, unless otherwise extended by the Company. 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. ELECTRONIC DESIGNS, INC. Date: March 7, 1997 By: /s/ FRANK D. EDWARDS -------------------- Frank D. Edwards Senior Vice President and Chief Financial Officer 2