UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A 12G FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PaySys International, Inc. ________________________________________ (Exact name of registrant as specified in its charter) Florida 59-2061461 _____________________________________________________________________________ (State of incorporation or organization) (I.R.S. Employer Identification No.) 900 Winderley Place, The Spectrum Building, Suite 200, Maitland, Florida 32751 ______________________________________________________________________________ (Address of principal executive offices) (ZIP Code) Securities to be registered pursuant to Section 12(b) of the Act: NONE If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c)(1), check the following box. / / If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(c)(2), check the following box. / / Securities Act Registration Statement file number to which this Form relates (if applicable): 333-37411. Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value _____________________________ (Title of Class) 1 Item 1. Description of Registrant's Securities to be Registered. Incorporated herein by reference is the description of common stock set forth under the heading "Description of Capital Stock" contained in the registrant's Registration Statement on Form S-1 (Registration No. 333-37411) under the Securities Act of 1933, as amended, filed on October 8, 1997. Item 2. Exhibits. 1. Amended and Restated Articles of Incorporation of the registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-37411) under the Securities Act of 1933, as amended, filed on October 8, 1997). 2. Bylaws of the registrant, as amended (incorporated herein by reference to Exhibit 3.2 to the registrant's Registration Statement on Form S-1 (Registration No. 333-37411) under the Securities Act of 1933, as amended, filed on October 8, 1997). 3. Specimen form of certificate representing shares of Common Stock of the registrant, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to the registrant's Registration Statement on Form S-1 (Registration No. 333-37411) under the Securities Act of 1933, as amended, filed on October 8, 1997). 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. October 8, 1997 PAYSYS INTERNATIONAL, INC. ______________________________________ (Registrant) By: /s/ Stephen B. Grubb ___________________________________ Stephen B. Grubb President and Chief Executive Officer 2