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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1997
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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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MELITA INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-1378534
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
5051 PEACHTREE CORNERS CIRCLE
NORCROSS, GEORGIA 30092-2500
(Address of Principal Executive Offices, Including Zip Code)
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If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with the
following box. [ ] 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:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
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Common Stock, no par value per share Nasdaq National Market System
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THIS REGISTRATION STATEMENT CONTAINS A TOTAL OF 3 PAGES. CERTAIN EXHIBITS ARE
INCORPORATED IN THIS REGISTRATION STATEMENT BY REFERENCE TO THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-1 FILED FILED ON MARCH 6, 1997.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant hereby incorporates by reference herein the description
of the Registrant's Common Stock, no par value per share, appearing under the
caption, "Description of Capital Stock," in the Prospectus contained in
Amendment No.3 to the Registrant's Registration Statement on Form S-1, as filed
with the Securities and Exchange Commission on May 9, 1997 (Amendment No. 3 to
the Registration No. 333-22855) (the "Securities Act Registration Statement"),
and as such section may be amended until the time the Securities Act
Registration Statement is declared effective. The Registrant's Restated
Articles of Incorporation and Bylaws are filed as Exhibits 3.1 and 3.2,
respectively, to the Securities Act Registration Statement. The form of the
Registrant's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws as they will exist on the effective date of this Registration
Statement are filed as Exhibits 3.3 and 3.4, respectively, to the Securities
Act Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of the Registration Statement.
2(a) Restated Articles of Incorporation of the Registrant dated June 4,
1992, as amended February 7, 1997. (1)
2(b) Bylaws of the Registrant. (2)
2(c) Form of Amended and Restated Articles of Incorporation. (3)
2(d) Form of Amended and Restated Bylaws. (4)
2(e) Copy of form of stock certificate for the Registrant's Common Stock.
(5)
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(1) Incorporated herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No.333-22855) filed March 6, 1997.
(2) Incorporated herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (No.333-22855) filed March 6, 1997.
(3) Incorporated herein by reference to Exhibit 3.3 to Amendment No. 1 to
the Registrant's Registration Statement on Form S-1 (No. 383-22855) filed
March 28, 1997.
(4) Incorporated herein by reference to Exhibit 3.4 to Amendment No. 1 to
the Registrant's Registration Statement on Form S-1 (No. 383-22855) filed
March 28, 1997.
(5) Incorporated herein by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 (No.333-22855) filed March 6, 1997.
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SIGNATURES
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.
MELITA INTERNATIONAL CORPORATION
By: /s/ Mark B. Adams
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Mark B. Adams
Vice President--Finance and Chief
Financial Officer
Date: May 22, 1997
