GLOBECOMM SYSTEMS INC
8-A12G, 1997-07-15
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                          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
                                           
                                           
                                GLOBECOMM SYSTEMS INC.
                (Exact Name of Registrant as Specified in Its Charter)
                                           
                                           
Delaware                                         11-3225567
(State of Incorporation                          (I.R.S Employer
or Organization)                                 Identification No.)


                                   45 Oser Avenue
                              Hauppauge, New York 11788
                       (Address 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 REGISTERED                            EACH CLASS IS TO BE REGISTERED
- ----------------                            ------------------------------

      None                                                None

                       SECURITIES TO BE REGISTERED PURSUANT TO 
                              SECTION 12 (g) OF THE ACT
                                           
TITLE OF EACH CLASS 
TO BE REGISTERED
- ----------------

Common Stock, $0.001 par value

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Item 1.  Description of Registrant's Securities to be Registered.

         The description of the Common Stock, $0.001 par value, of the
         Registrant under the caption "Description of Capital Stock" contained 
         in the Registrant's Registration Statement on form S-1 (the "Form 
         S-1"), as filed with the Securities and Exchange Commission on 
         February 27, 1997, as amended from time to time, is hereby 
         incorporated by reference.

Item 2.  Exhibits.

EXHIBIT
NO.      DESCRIPTION    

1.1      Specimen certificate for shares of the Registrant's Common Stock,
         $0.001 par value, incorporated by reference to Exhibit 4.1 of the Form
         S-1.

2.1      Certificate of Incorporation of the Registrant, incorporated by
         reference to Exhibit 3.1 of the Form S-1.

2.2      Form of Amended and Restated Certificate of Incorporation of the
         Registrant, incorporated by reference to Exhibit 3.2 of the Form S-1.

2.3      By-Laws of the Registrant, incorporated by reference to Exhibit 3.3 of
         the Form S-1.

2.4      Form of Amended and Restated By-Laws of the Registrant, incorporated by
         reference to Exhibit 3.4 of the Form S-1.

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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.

                             GLOBECOMM SYSTEMS INC.
                             (Registrant)




Dated: July 15, 1997         By: /s/ Kenneth A. Miller         
                                 -----------------------------------
                                 Kenneth A. Miller, President



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