FLEXIINTERNATIONAL SOFTWARE INC/CT
8-A12G, 1997-12-03
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


                        FlexiInternational Software, Inc.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                                 06-1309427
- -----------------------                                  -----------------------
(State of incorporation                                  (IRS Employer
or organization)                                         Identification No.)


            Two Enterprise Drive, Shelton, CT                    06484
- --------------------------------------------------------------------------------
        (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 1993 pursuant to General
Instruction A.(c)(2), please check the following box.

                                      [ ]

        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, par value $0.01
                          -----------------------------
                                (Title of class)



<PAGE>   2



Item 1:  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The description under the heading "Description of Capital Stock" relating
to the Registrant's Common Stock, $0.01 par value per share, in the Prospectus
included in the Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (the "Registration Statement on Form S-1")
(File No. 333-38403) is incorporated herein by reference.

Item 2:  EXHIBITS.

     The following exhibits are filed herewith (or incorporated by reference as
indicated below):

     1.   Certificate of Incorporation of the Registrant, as amended,
          incorporated by reference to Exhibit 3.1 to the Company's Registration
          Statement on Form S-1.

     2.   Amended and Restated Certificate of Incorporation of the Registrant,
          incorporated by reference to Exhibit 3.2 to the Company's Registration
          Statement on Form S-1.

     3.   By-Laws of the Registrant, as amended, incorporated by reference to
          Exhibit 3.3 to the Company's Registration Statement on Form S-1.

     4.   Amended and Restated Bylaws of the Registrant, incorporated by
          reference to Exhibit 3.4 to the Company's Registration Statement on
          Form S-1.


                                    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.

                                         FLEXIINTERNATIONAL SOFTWARE, INC.


                                         By:  /s/ Stefan R. Bothe
                                             ---------------------------------
                                              Stefan R. Bothe
                                              Chairman of the Board and
                                              Chief Executive Officer



December 3, 1997


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