AMENDMENT No. 1
to
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Thinking Tools, Inc.
(Exact name of registrant as specified in its charter)
Delaware 77-0436410
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
One Lower Ragsdale Drive, I-250
Monterey, California 93940
(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 to Name of each exchange on which
be so registered each class is to be registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
Common Stock, Nasdaq SmallCap Market
par value $.001 per share
Copies of correspondence should be forwarded to:
Stephen H. Kay, Esq.
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Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
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Item 1. Description of Registrant's Securities to be Registered.
Incorporated by reference to the information set forth under the
heading "Description of Securities" contained in the Registration Statement on
Form SB-2 (Registration No. 333-11321) under the Securities Act of 1933, as
amended, as filed with the Securities and Exchange Commission on August 29, 1996
and as such registration statement may be thereafter amended.
Item 2. Exhibits.
Exhibit No. Exhibit
*3.1 Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form SB-2
(Registration No. 333-11321) under the Securities Act of 1933,
as amended).
*3.2 By-Laws (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form SB-2 (Registration No.
333-11321) under the Securities Act of 1933, as amended).
*4.1 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1, to be filed by amendment, to the Registration
Statement on Form SB-2 (Registration No. 333-11321) under the
Securities Act of 1933, as amended).
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* Previously filed.
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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.
Registrant: THINKING TOOLS, INC.
Date: October 18, 1996
By: /s/ John Hiles
--------------------------------
John Hiles, President
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