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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SCC COMMUNICATIONS CORP. (Exact name of registrant as specified in its charter) Delaware 84-0796285 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 6285 Lookout Road Boulder, Colorado 80301 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this form relates to the If this form relates to the registration of a class of registration of a class of debt securities and is debt securities and is to effective upon filing pursuant become effective Simultaneously to General Instruction A(c)(1) with the effectiveness of please check the following a concurrent registration box. [ ] statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-49767 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH EACH CLASS IS TO BE SO REGISTERED TO BE REGISTERED Not Applicable 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. Incorporated herein by reference to the Description of Capital Stock section of the Company's Registration Statement on Form S-1 (File No. 333-49767). ITEM 2. Exhibits. EXHIBIT NUMBER DESCRIPTION 1.1 Form of Certificate for Common Stock -- incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-49767) (to be filed by amendment). 2.1 Form of Amended and Restated Certificate of Incorporation of the Company to become effective immediately prior to the closing of the offering (to be filed by amendment) -- incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-49767). 2.2 Form of Restated Bylaws of the Company to be effective upon the closing of the offering (to be filed by amendment) -- incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-49767). 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. SCC COMMUNICATIONS CORP. Date: April 29, 1998 By: /s/ George K. Heinrichs ------------------------------------- George K. Heinrichs President and Chief Executive Officer