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UNITED STATES
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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COMPUTER GENERATED SOLUTIONS, INC.
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(Exact name of Registrant as Specified in its Charter)
DELAWARE 13-3208358
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(State of Incorporation or Organization) (I.R.S. Employer Identification
No.)
1675 BROADWAY, NEW YORK, NEW YORK 10019
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(Address of Principal Executive Offices) (Zip Code)
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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
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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. [_]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the shares of Common Stock of Computer Generated
Solutions, Inc. (the "Registrant") registered hereby is contained under the
caption "Description of Capital Stock" on page 39 of the Registrant's
Registration Statement on Form S-1 initially filed with the Securities and
Exchange Commission on July 31, 1996 under the Securities Act of 1933, as
amended, and is hereby incorporated by reference pursuant to Rule 12b-32 of the
Securities Exchange Act of 1934, as amended.
ITEM 2. EXHIBITS.
1. Amended and Restated Certificate of Incorporation of the Registrant. To be
filed as Exhibit 3.1 to an amendment to the Registrant's Registration Statement
on Form S-1. Upon filing of such amendment, the Registrant will file an
amendment to this Registration Statement to incorporate herein by reference such
exhibit.
2. By-Laws of the Registrant, as amended. To be filed as Exhibit 3.2 to an
amendment to the Registrant's Registration Statement on Form S-1. Upon filing
of such amendment, the Registrant will file an amendment to this Registration
Statement to incorporate herein by reference such exhibit.
3. Specimen certificate for shares of Common Stock, $0.001 par value per share,
of the Registrant. To be filed as Exhibit 4.1 to an amendment to the
Registrant's Registration Statement on Form S-1. Upon filing of such amendment,
the Registrant will file an amendment to this Registration Statement to
incorporate herein by reference such exhibit.
4. Registration Rights Agreement dated as of __________ ____, 1996. To be
filed as Exhibit 4.2 to an amendment to the Registrant's Registration Statement
on Form S-1. Upon filing of such amendment, the Registrant will file an
amendment to this Registration Statement to incorporate herein by reference such
exhibit.
5. 1996 Long-Term Incentive Plan. To be filed as Exhibit 4.3 to an amendment
the Registrant's Registration Statement on Form S-1. Upon filing of such
amendment, the Registrant will file an amendment to this Registration Statement
to incorporate herein by reference such exhibit.
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, thereunto duly authorized.
COMPUTER GENERATED SOLUTIONS, INC.
Date: July 31, 1996 By: /s/ Philip Friedman
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Name: Philip Friedman
Title: President & Chief Executive Officer
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