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
GEOTEL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-3194255
(State of incorporation or organization) (I.R.S. Employer ID No.)
25 Porter Road, Littleton, MA 01460
(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
Instructions 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 so registered each class is to be registered
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information set forth in the Section entitled "Description of Capital
Stock" in the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (File No. 333-13263, as amended, including
any form of the prospectus contained therein filed by the Company pursuant to
Rule 424(b) under the Securities Act of 1933, as amended) (the "Registration
Statement") which is incorporated herein by reference.
Item 2. Exhibits.
Rights of Holders.
(a) Certificate of Incorporation, as amended, of Registrant (Incorporated
herein by reference to Exhibit 3.1 to the Registration Statement).
(b) Form of Amended and Restated Certificate of Incorporation
of Registrant to be effective prior to the effectiveness
of the Registration Statement (Incorporated herein by
reference to Exhibit 3.2 to the Registration Statement).
(c) By-Laws of Registrant (Incorporated herein by reference to Exhibit 3.3
to the Registration Statement).
(d) Form of By-Laws of Registrant to be effective prior to the
effectiveness of the Registration Statement (Incorporated
herein by reference to Exhibit 3.4 to the Registration
Statement).
[Rest of Page Intentionally Left Blank]
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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 on this 9th day of
October, 1996.
Registrant:
GeoTel Communications Corporation, Inc.
By: /S/ JOHN C. THIBAULT
John C. Thibault
President and
Chief Executive Officer
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