IMAGE GUIDED TECHNOLOGIES INC
8-A12B, 1996-09-17
MEASURING & CONTROLLING DEVICES, NEC
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                                    UNITED STATES
                          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

                           IMAGE GUIDED TECHNOLOGIES, INC.
                (Exact name of registrant as specified in its charter)

              Colorado                                   84-1139082
    (State of incorporation or                        (I.R.S. Employer
           organization)                              Identification No.)


                               5710-B Flatiron Parkway
                               Boulder, Colorado 80301
            (Address, including zip code, of Principal Executive Offices)


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

    COMMON STOCK, NO PAR VALUE                   BOSTON STOCK EXCHANGE



If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions 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
Instructions A.(c)(2), please check the following box.    / /

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


                              COMMON STOCK, NO PAR VALUE
                                   (Title of Class)

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                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

    See "Description of Securities" contained in Registrant's Registration
Statement on Form SB-2, Registration No. 333-09103 incorporated herein by
reference.


ITEM 2.  EXHIBITS.

    2.1  Amended and Restated Articles of Incorporation of the Registrant and
         Articles of Amendment and Certificate of Correction thereto
         incorporated by reference to Exhibit 3.1 of the Registrant's
         Registration Statement on Form SB-2, Registration No. 333-09103.

    2.2  Bylaws of the Registrant incorporated by reference to Exhibit 3.2 of
         the Registrant's Registration Statement on Form SB-2, Registration No.
         333-09103.

    2.3  Specimen Common Stock Certificate incorporated by reference to
         Exhibit 4.1 of the Registrant's Registration Statement on Form SB-2,
         Registration No. 333-09103.

    2.4  1994 Stock Option Plan of the Registrant, as amended, and after the
         Registrant's December 1994 four-for-one stock split incorporated by
         reference to Exhibit 10.1 of the Registrant's Registration Statement
         on Form SB-2, Registration No. 333-09103.

    2.5  Form of Stock Option Agreement under the Registrant's 1994 Stock
         Option Plan incorporated by reference to Exhibit 10.2 of the
         Registrant's Registration Statement on Form SB-2, Registration No.
         333-09103.

    2.6  Registration Rights Agreement dated as of July 8, 1994, among the
         Registrant and holders of the Registrant's Series A Preferred Stock
         incorporated by reference to Exhibit 10.3 of the Registrant's
         Registration Statement on Form SB-2, Registration No. 333-09103.


                                         -2-
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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.

                                  IMAGE GUIDED TECHNOLOGIES, INC.



                                  By:/S/ JEFFREY J. HILLER
                                     ------------------------------------------
                                     Jeffrey J. Hiller, Chief Financial
                                     Officer, Vice President of Finance

                                  Date: SEPTEMBER 17, 1996
                                       ----------------------------------------


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