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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
800 Travel Systems, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 59-3343338
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
4802 Gunn Highway, Suite 140, Tampa, Florida 33624
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration
of a class of debt securities and is of a class of debt securities and is to
effective upon filing pursuant to General become effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent
following box: [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check
the following box: [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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o Common Stock, par value $.01 per share Boston Stock Exchange
o Warrants to Purchase Common Stock
o Representative's Warrants to Purchase Common Stock
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The information appearing under the caption "Description of
Securities" in the Registrant's Registration Statement on Form SB-2,
as amended ("SB-2 Registration Statement"), filed with the Securities
and Exchange Commission, File No. 333-28237, is incorporated herein by
this reference.
Item 2. Exhibits.
II. The securities described herein are to be registered on the
Boston Stock Exchange, on which no other securities of the Registrant
are registered. Accordingly, the following documents required in
accordance with Part II to the Instructions as to Exhibits on Form 8-A
have been duly filed with the Boston Stock Exchange:
Registrant's Registration Statement on Form SB-2 (File No.
333-28237).
(a) Proposed Form of Amended and Restated Certificate of
Incorporation of the Registrant, incorporated by
reference from Exhibit 3.1 to the SB-2 Registration
Statement.
(b) Proposed Form of Amended and Restated By-laws of the
Registrant, incorporated by reference from Exhibit
3.2 to the SB-2 Registration Statement.
(c) Form of Common Stock Certificate, incorporated by
reference from Exhibit 4.1 to the SB-2 Registration
Statement.
(d) Form of Warrant Certificate and Warrant Agreement,
incorporated by reference from Exhibit 4.2 to the
SB-2 Registration Statement.
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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.
800 Travel Systems, Inc.
By : /s/ Mark D. Mastrini
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Mark D. Mastrini
President,
Chief Operating Officer and Director
