INDUSTRI MATEMATIK INTERNATIONAL CORP
8-A12G, 1996-09-13
PREPACKAGED SOFTWARE
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<PAGE>
 
                      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

                    INDUSTRI-MATEMATIK INTERNATIONAL CORP.
            (Exact name of registrant as specified in its charter)

Delaware                                        No. 51-0374596
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

Kungsgatan 12-14
Box 7733        
Stockholm                                       103 95
Sweden
(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                        Name of each exchange on which
to be registered                           each class is to be registered
- ----------------                           ------------------------------

      None                                              N/A

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


                         Common Stock, $0.01 par value
                               (Title of Class)




       
<PAGE>
 
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, $.01 par value per share, in the 
Prospectus included in the Registrant's Amendment No. 3 to Form S-1 Registration
Statement (Registration No. 33-054945) filed August 28, 1996 (the "Form S-1 
Registration Statement") is incorporated herein by reference.

Item 2.   Exhibits.

Exhibit
Number    Description
- -------   -----------

1.1       Specimen of Certificate representing the Common Stock, incorporated by
          reference to Exhibit 4.1 of the Form S-1 Registration Statement.

2.1       Form of Amended and Restated Certificate of Incorporation of the 
          Registrant, incorporated by reference to Exhibit 3.2 of the Form S-1 
          Registration Statement.

2.2       Form of Restated By-Laws of the Registrant incorporated by reference 
          to Exhibit 3.4 of the Form S-1 Registration Statement.

                                       2

<PAGE>
 
                                   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.


                                         INDUSTRI-MATEMATIK
                                         INTERNATIONAL CORP.
                                         (Registrant)


Dated: September 13, 1996                By:      /s/ Stig G. Durlow
                                            --------------------------------
                                            Stig G. Durlow
                                            Chairman, President and 
                                            Chief Executive Officer
<PAGE>
 
 
                                 EXHIBIT INDEX

Exhibit
Number                            Description
- ------                            -----------

1.1     Specimen of Certificate representing the Common Stock, incorporated by 
        reference to Exhibit 4.1 of the Form S-1 Registration Statement.

2.1     Form of Amended and Restated Certificate of Incorporation of the
        Registrant, incorporated by reference to Exhibit 3.2 of the Form S-1
        Registration Statement.

2.2     Form of Restated By-Laws of the Registrant incorporated by reference to 
        Exhibit 3.4 of the Form S-1 Registration Statement.



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