DELTAPOINT INC
8-A12B, 1996-05-20
PREPACKAGED SOFTWARE
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                       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



                                DELTAPOINT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               California                          77-0216760
    (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)           IDENTIFICATION NUMBER)

       22 Lower Ragsdale Drive
         Monterey, California                        93940

(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

     COMMON STOCK, NO PAR VALUE         PACIFIC STOCK EXCHANGE INCORPORATED
              WARRANTS


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                 Not Applicable
                                (Title of class)
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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 SB-2 (File No. 333-3784).

ITEM 2.   EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION
------    -----------


1.1       Form SB-2 -- incorporated herein by reference to the Company's
          Registration Statement on Form SB-2 (file No. 333-3784).

2.1       Form 10-KSB -- incorporated herein by reference to the Company's Form
          10-KSB for the year ended December 31, 1995.

2.2       Form 10-QSB -- incorporated herein by reference to the Company's Form
          10-QSB for the quarter ended March 31, 1996.

3.1       Proxy Statement -- incorporated herein by reference to the Company's
          Definitive Proxy Statement in connection with the Company's 1996
          Annual Meeting and filed pursuant to Regulation 14A of the Securities
          and Exchange Act of 1934, as amended.

4.1       Articles of Incorporation -- incorporated herein by reference to
          Exhibit 3.3 to the Company's Registration Statement on Form SB-2 (File
          No. 33-99300-LA) (the "Registration Statement").

4.2       Bylaws -- incorporated herein by reference to Exhibit 3.2 to the
          Registration Statement.

5.1       Specimen of Common Stock Certificate -- incorporated herein by
          reference to Exhibit 4.1 to the Registration Statement.

5.2       Form of Warrant -- incorporated herein by reference to Exhibit 4.2 to
          the Registration Statement


________________________

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                                    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.

                                   DELTAPOINT, INC.



Date:  May 16, 1996                By:  /s/ John J. Ambrose
      ---------------------            -----------------------------
                                       John J. Ambrose
                                       Chief Executive Officer


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