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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Muse Technologies, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 85-0437001
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1601 Randolph, SE, Suite 210, Albuquerque, NM 87106
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. |_|
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
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(g) of the Act:
Common Stock, par value $.015
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(Title of Class)
Redeemable Common Stock Purchase Warrants to purchase Common Stock
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(Title of Class)
Securities to be registered pursuant to Section 12(b) of the Act:
Boston Stock Exchange:
Common Stock, par value $.015
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(Title of Class)
Redeemable Common Stock Purchase Warrants to purchase Common Stock
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the description of the Registrant's common stock,
par value $.015 per share (the "Common Stock") and redeemable common
stock purchase warrants (the "Warrants"), under the caption
"Description of Securities" in the Company's Registration Statement on
Form SB-2 (Registration No. 333-62495) filed with the Securities and
Exchange Commission (the "Commission") on August 28, 1998 (the
"Registration Statement"), and Pre-Effective Amendment No. 1 to the
Company's Registration Statement filed with the Commission on October
26, 1998 ("Amendment No. 1"), which description is incorporated herein
by reference.
Item 2. Exhibits.
*1.1 Description of Common Stock and Warrants (pages 48 and
49 of the Registration Statement.
1.2 Specimen Certificate evidencing shares of Common Stock
(Exhibit 4.1 to the Amendment No. 1).
1.3 Specimen Certificate evidencing Warrants (Exhibit 4.2 to the
Amendment No. 1).
*2.1 Certificate of Incorporation of Muse Technologies, Inc., as
amended (Exhibit 3.1 to the Registration Statement).
*2.2 Bylaws of Muse Technologies, Inc. (Exhibit 3.2 to the
Registration Statement).
2.2(a) Amendment No. 1 to the Bylaws of Muse Technologies, Inc.
(Exhibit 3.3 to the Amendment No. 1).
*Previously filed.
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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.
Muse Technologies, Inc.
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(Registrant)
Date: October 29, 1998 By: /s/ Curtiz J. Gangi
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Name: Curtiz J. Gangi
Title: President
