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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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ENSEC INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0654330
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
751 PARK OF COMMERCE DRIVE, SUITE 104
BOCA RATON, FLORIDA 33487
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH EACH CLASS
TO BE SO REGISTERED IS TO BE REGISTERED
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NONE NONE
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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. [ ]
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS)
REDEEMABLE WARRANTS TO PURCHASE COMMON STOCK,
$.01 PAR VALUE PER SHARE
(TITLE OF CLASS)
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PAGE 1 OF 3 PAGES
EXHIBIT INDEX ON PAGE 2
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Information with respect to the Common Stock and Redeemable Warrants to
purchase Common Stock of the Registrant is incorporated herein by reference to
the sections captioned "Description of Securities" and "Dividend Policy" in
Amendment No. 1 to the Registration Statement on Form SB-2 (No. 333-06223), as
filed with the Securities and Exchange Commission (the "Commission") on August
9, 1996.
ITEM 2. EXHIBITS.
Reference is made to the description of the relevant Exhibits prepared in
compliance with Item 601 of Regulation S-B, as set forth under the caption
"Exhibits," included as part of the Registrant's Preliminary Registration
Statement on Form SB-2 (Registration No. 333-06223), as filed with the
Commission on June 18, 1996, Amendment No. 1 to the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-06223), as filed with the
Commission on August 9, 1996, and Amendment No. 2 to the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-06223), to be filed
with the Commission on September 12, 1996, which are incorporated herein by
reference.
The description of the relevant Exhibits are as follows:
1.1*** Form of Underwriting Agreement
1.2*** Form of Underwriters' Warrant
1.3*** Form of Share Deposit Agreement between the Representative and Charles N.
Finkel
1.4*** Form of Warrant Agreement between the Registrant, the Underwriters and
American Stock Transfer & Trust Company
1.5*** Form of Agreement Among Underwriters between the Representative and JMA
1.6*** Form of Selected Dealer Agreement
3.1** Articles of Incorporation of the Registrant, as amended, in effect of the
date hereof
3.2*** Bylaws of the Registrant, as amended, in effect as of the date hereof
4.1*** Form of Common Stock Certificate
4.2* Form of Bridge Warrant
4.3* Form of 10% Senior Subordinated Note
4.4*** Form of Redeemable Warrant Certificate
* Filed as an exhibit to the Registrant's Preliminary Registration Statement
on Form SB-2 (No. 333-06223), as filed with the Commission on June 18, 1996, and
incorporated herein by reference.
** Filed as an exhibit to Amendment No. 1 to the Registrant's Registration
Statement on Form SB-2 (No. 333-06223), as filed with the Commission on August
9, 1996, and incorporated herein by reference.
*** Filed as an exhibit to Amendment No. 2 to the Registrant's Registration
Statement on Form SB-2 (No. 333-06223), to be filed with the Commission on
September 12, 1996 and incorporated herein by reference.
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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.
ENSEC INTERNATIONAL, INC.
By: /s/ Charles N. Finkel
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President and Chief Executive Officer
Date: September 13, 1996
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