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 ATEL CAPITAL EQUIPMENT FUND VII, L.P. (Exact name of registrant as specified in its charter) California 94-3248318 (State of incorporation (I.R.S. Employer or organization) Identification No.) 235 Pine Street, Suite 800 San Francisco, California 94104 (Address of principal (Zip Code) executive offices) Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest (Title of Class) pgd16/atel/002 INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED (a) Capital stock. Inapplicable (b) Debt securities. Inapplicable (c) Warrants and rights. Inapplicable (d) Other securities. (i) General ATEL Capital Equipment Fund VII, L.P. (the "Partnership") was formed under the California Revised Limited Partnership Act on May 17, 1996. A public offering of 15,000,000 Units of Limited Partnership Interest in the Partnership commenced on November 29, 1996. The governing instrument of the Partnership is its Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), included as Exhibit 2.1 hereto. (ii) Distribution and allocation rights There is hereby incorporated herein by reference the information contained in Article 10 of the Partnership Agreement. (iii) Redemption provisions There is hereby incorporated herein by reference the information contained in Article 13 of the Partnership Agreement. (iv) Voting rights There is hereby incorporated herein by reference the information contained in Article 16 of the Partnership Agreement. (v) Liquidation rights There is hereby incorporated herein by reference the information contained in Article 19 of the Partnership Agreement. pgd16/atel/002 -2- (vi) Liability to assessment There is hereby incorporated herein by reference the information contained in Article 7 of the Partnership Agreement. (vii) Restrictions on alienability There is hereby incorporated herein by reference the information contained in Article 11 and Article 12 of the Partnership Agreement. (e) Market information for securities other than common equity. Inapplicable (f) American Depositary Receipts. Inapplicable Item 2. EXHIBITS 2.1 Agreement of Limited Partnership pgd16/atel/002 -3- SIGNATURES 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. Date: April 30, 1998 ATEL CAPITAL EQUIPMENT FUND, VII, LP By: ATEL Financial Corporation, General Partner By: /s/A.J. BATT A.J. Batt, President pgd16/atel/002 -4- INDEX TO EXHIBITS Sequentially Exhibit Number Exhibit Numbered Page 2.1 Agreement of Limited Partnership pgd16/atel/002 -5-