RESTRAC INC
8-A12G, 1996-06-21
COMPUTER PROGRAMMING SERVICES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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



                                  RESTRAC, INC.
                                  -------------
             (Exact name of registrant as specified in its charter)



               DELAWARE                                 04-2935271
- ----------------------------------------    ------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)



 3 ALLIED DRIVE, DEDHAM, MASSACHUSETTS                      02026
- ----------------------------------------                    -----
(Address of principal executive offices)                  (Zip Code)



If this Form relates to the             If this Form relates to the registration
registration of a class of debt         of a class of debt securities and is to
securities and is effective upon        become effective simultaneously with
filing pursuant to General              the effectiveness of a concurrent 
Instruction A(c)(1) check the           registration statement under the
following box. /  /                     Securities Act of 1933 pursuant to
                                        General Instruction A(c)(2) please check
                                        the following box.  /  /



Securities to be registered pursuant to Section 12(b) of the Act:

                                                  Name of Each Exchange on
Title of Each Class to be so Registered     Which Each Class is to be Registered
- ---------------------------------------     ------------------------------------

        NOT APPLICABLE                                  NOT APPLICABLE

Securities to be registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.01 PAR VALUE
                          ----------------------------
                                (Title of Class)


<PAGE>   2




                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered
         -------------------------------------------------------
 
     A description of the Common Stock of the Registrant is set forth in the
Prospectus that constitutes part of the Form S-1 Registration Statement, filed
under the Securities Act of 1933 with the Securities and Exchange Commission on
May 10, 1996, Registration No. 333-03521 (the "Registration Statement"), which
is incorporated herein by reference for all purposes.

Item 2.  Exhibits
         --------
 
          (1)  Form of Second Amended and Restated Certificate of Incorporation
               of Registrant (filed as Exhibit 3.1 to the Registration Statement
               (No. 333-03521) and incorporated herein by reference).

          (2)  Form of Third Amended and Restated Certificate of Incorporation
               of Registrant (filed as Exhibit 3.2 to the Registration Statement
               (No. 333-03521) and incorporated herein by reference).

          (3)  Amended and Restated By-laws of Registrant (filed as Exhibit 3.3
               to the Registration Statement (No. 333-03521) and incorporated
               herein by reference).

          (4)  Specimen of Registrant's Common Stock certificate (filed as
               Exhibit 4.1 to the Registration Statement (No. 333-03521) and 
               incorporated herein by reference).

          (5)  Stock Purchase Agreement dated January 5, 1994 by and between the
               Company and the Purchasers identified therein (filed as Exhibit
               10.1 to the Registration Statement (No. 333-03521) and
               incorporated herein by reference).

          (6)  Registration Rights Agreement dated January 5, 1994 between the
               Company and Lars D. Perkins, J. Paul Costello and John P. Jopling
               (filed as Exhibit 10.3 to the Registration Statement (No.
               333-03521) and incorporated herein by reference).

<PAGE>   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.

                                        Restrac, Inc.

                                        By: /s/ Lars D. Perkins
                                            ------------------- 
                                            Lars D. Perkins
                                            Chief Executive Officer


Dated: June 21, 1996




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