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
ACE*COMM CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1283030
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
209 Perry Parkway, Gaithersburg, Maryland 20877
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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(g) of the
Act:
Common Stock, par value $0.01 per share
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
The description of the capital stock of ACE*COMM
Corporation (the "Company") found under the headings
"Description of Capital Stock" and "Certain Charter and By-
law Provisions" in the Company's Registration Statement on
Form S-1 (File Number 333-06731) (the "Registration
Statement") as filed with the Securities and Exchange
Commission on June 25, 1996, and as amended, is hereby
deemed to be incorporated by reference herein.
Item 2. Exhibits.
I. A. Articles of Incorporation dated February 10,
1983 (incorporated herein by reference to the
Company's Amendment No. 1 to Registration
Statement on Form S-1 No. 333-6731), dated July
18, 1996).
B. Articles of Amendment and Restatement of the
Company dated November 18, 1991 (incorporated
herein by reference to the Company's Amendment No.
1 to Registration Statement on Form S-1 (No. 333-
6731), dated July 18, 1996).
C. Form of Articles of Amendment and Restatement
of the Company (incorporated herein by reference
to the Company's Amendment No. 1 to Registration
Statement on Form S-1 (No. 333-6731), dated July
18, 1996).
D. By-Laws of the Company as amended through
June 23, 1996 (incorporated herein by reference
to the Company's Amendment No. 1 to Registration
Statement on Form S-1 (No. 333-6731), dated July
18, 1996).
E. Form of Specimen of Common Stock Certificate
(incorporated herein by reference to the Company's
Amendment No. 1 to Registration Statement on Form
S-1 No. 333-6731), dated July 18, 1996).
<PAGE>
SIGNATURES
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, thereunto duly authorized.
Date: , 1996 ACE*COMM CORPORATION
By: /s/ George T. Jimenez
Name: George T. Jimenez
Title: President
<PAGE>
EXHIBIT INDEX
A. Articles of Incorporation dated February 10,
1983 (incorporated herein by reference to the
Company's Amendment No. 1 to Registration
Statement on Form S-1 No. 333-6731), dated July
18, 1996).
B. Articles of Amendment and Restatement of the
Company dated November 18, 1991 (incorporated
herein by reference to the Company's Amendment No.
1 to Registration Statement on Form S-1 (No. 333-
6731), dated July 18, 1996).
C. Form of Articles of Amendment and Restatement
of the Company (incorporated herein by reference
to the Company's Amendment No. 1 to Registration
Statement on Form S-1 (No. 333-6731), dated July
18, 1996).
D. By-Laws of the Company as amended through
June 23, 1996 (incorporated herein by reference
to the Company's Amendment No. 1 to Registration
Statement on Form S-1 (No. 333-6731), dated July
18, 1996).
E. Form of Specimen of Common Stock Certificate
(incorporated herein by reference to the Company's
Amendment No. 1 to Registration Statement on Form
S-1 No. 333-6731), dated July 18, 1996).
