SIMULATION SCIENCES INC
8-A12G, 1996-08-30
COMPUTER PROGRAMMING SERVICES
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<PAGE>   1
                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                            SIMULATION SCIENCES INC.
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                 DELAWARE                              95-2487793
 -------------------------------------------------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


       601 VALENCIA AVENUE, SUITE 100, BREA, CALIFORNIA             92823
 -------------------------------------------------------------------------------
         (Address of principal executive offices)                 (zip code)


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


                                      NONE
 -------------------------------------------------------------------------------



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


                          COMMON STOCK $0.001 PAR VALUE
 -------------------------------------------------------------------------------
                                (Title of class)





<PAGE>   2



Item 1.  Description of Registrant's Securities to be Registered

                  Incorporated by reference to pages 47 through 49 of the
                  Preliminary Prospectus contained in Registrant's Registration
                  Statement on Form S-1 filed with the Securities and Exchange
                  Commission on August 29, 1996 (the "S-1 Registration
                  Statement").


Item 2.  Exhibits
                  The following exhibits are filed as a part of this
registration:

                     *1.   Form of Specimen Certificate for the Registrant's 
                           Common Stock.

                    **2.   Restated Articles of Incorporation of the
                           Registrant, as currently in effect.

                   ***3.   Form of Restated Certificate of Incorporation of the
                           Registrant to be effective after the reincorporation
                           of the Registrant in Delaware.

                  ****4.   Form of Amended and Restated Certificate of
                           Incorporation of Registrant to be effective after
                           the closing of the offering pursuant to the S-1
                           Registration Statement.

                 *****5.   Bylaws of the Registrant, as currently in effect.

                ******6.   Form of Bylaws of Registrant to be effective after
                           the reincorporation of the Registrant in Delaware.

               *******7.   Form of Amended and Restated Bylaws to be effective
                           after the closing of the offering made pursuant to
                           the S-1 Registration Statement.



- ---------------------------

<TABLE>
<S>       <C>                             
      *   Incorporated by reference to Exhibit 4.1 to the S-1 Registration Statement.
     **   Incorporated by reference to Exhibit 3.1 to the S-1 Registration Statement.
    ***   Incorporated by reference to Exhibit 3.2 to the S-1 Registration Statement.
   ****   Incorporated by reference to Exhibit 3.3 to the S-1 Registration Statement.
  *****   Incorporated by reference to Exhibit 3.4 to the S-1 Registration Statement.
 ******   Incorporated by reference to Exhibit 3.5 to the S-1 Registration Statement.
*******   Incorporated by reference to Exhibit 3.6 to the S-1 Registration Statement.
</TABLE>





<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.

Date:    August 29, 1996               SIMULATION SCIENCES INC.



                                       By: /s/ Charles R. Harris
                                           ---------------------------
                                           Charles R. Harris
                                           President and Chief Executive Officer






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