AWARD SOFTWARE INTERNATIONAL INC
8-A12G, 1996-06-05
PREPACKAGED SOFTWARE
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<PAGE>   1
                       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


                       Award Software International, Inc.
             (Exact Name of Registrant as Specified in its Charter)


              California                                        94-2893462
(State of Incorporation or Organization)                     (I.R.S. Employer
                                                            Identification no.)

777 East Middlefield Road, Mountain View, CA                    94043-4023
(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(b) of the Act:

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

             None


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

                           Common Stock, no par value
                                (Title of class)
<PAGE>   2
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing at
page 39 of the Prospectus included in the Registrant's Form S-1 Registration
Statement, No. 333-05107, filed with the Securities and Exchange Commission (the
"Commission") on June 3, 1996 and is incorporated herein by reference.

ITEM 2.  EXHIBITS.

       Exhibit
       Number       Description

       1.1          Specimen Certificate for Registrant's Common Stock. (1)

       2.1          Amended and Restated Articles of Incorporation of the
                    Registrant. (2)

       2.1.1        Form of Amended and Restated Articles of Incorporation of 
                    the Registrant to be effective upon the completion of the
                    Offering. (1)

       2.2          Bylaws of the Registrant. (2)


       2.2.1        Form of Bylaws of the Registrant to be effective upon the
                    completion of the Offering. (1)


       ------------------
       (1)          To be filed as an exhibit to Amendment No. 1 to Registrant's
                    Form S-1 Registration Statement and incorporated herein by
                    reference.

       (2)          Filed as an exhibit to Registrant's Form S-1 Registration
                    Statement filed with the Securities and Exchange Commission
                    on June 3, 1996 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 caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       AWARD SOFTWARE INTERNATIONAL, INC.
                                         (Registrant)




Date:  June 4, 1996                    By:  /s/ Kevin J. Berry
                                            ------------------------------------
                                            Kevin J. Berry
                                            Chief Financial Officer



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