<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------
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
ROBOCOM SYSTEMS INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
New York 11-2617048
- --------------------------------------- --------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
511 Ocean Avenue, Massapequa, New York 11758
- --------------------------------------- --------------
(Address of Principal Executive Offices) (Zip Code)
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) (None)
- ------------------- ----------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities
to be Registered
--------------------------------------
Incorporated by reference to the description of securities contained in the
Registrant's Registration Statement on Form SB-2 (Registration No. 333-27587)
the ("Form SB-2") under the caption "Description of Securities - Common Stock"
on pages 42-43 on the Form SB-2, a copy of the relevant pages of which are
filed as an Exhibit hereto.
Item 2. Exhibits.
---------
See Index to Exhibits at page 3.
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.
ROBOCOM SYSTEMS INC.
June 23, 1997 By: /s/ Irwin Balaban
--------------------------
Irwin Balaban
Chairman of the Board, President
and Chief Executive Officer
2
<PAGE>
Index to Exhibits
-----------------
1 - Specimen of certificate for the Registrant's Common Stock.
2(a) - Certificate of Incorporation, as amended, of the Registrant,
incorporated by reference to Exhibit 3.1 to the Form SB-2.
2(b) - By-laws of the Registrant, incorporated by reference to Exhibit 3.2
to Form SB-2.
3 - Pages 42-43 of the Form SB-2 containing a description of the
Registrant's securities to be registered.
3
<PAGE>
[SEAL] ROBOCOM SYSTEMS INC. [SEAL]
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
THIS CERTIFIES THAT
is the owner of
fully paid and non-assessable shares of the Par Value $.01 each of Common Stock
of
============================ROBOCOM SYSTEMS INC.===============================
transferable only on the books of the Corporation in person or by Attorney upon
surrender of this Certificate properly endorsed.
This certificate and the shares represented hereby are issued and shall be
held subject to all of the provisions of the Restated Certificate of
Incorporation, as amended, of the Corporation (a copy of which is on file at the
office of the Corporation) to all of which the holder of this certificate, by
acceptance hereof, assents. This certificate is not valid unless countersigned
by the Transfer Agent and Registrar.
WITNESS the seal of the Corporation and the facsimile signatures of its
duly authorized officers.
Dated:
----------------------------
Secretary
{SEAL]
----------------------------
President
<PAGE>
The following abbreviations, when used in the Inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______________ Custodian ____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, _____________ hereby sell, assign and transfer unto
Please insert Social Security or
other identifying number of assignee
[ ]
____________________________________________________________________________________________________________
(Please print or typewrite name and address, including zip code of assignee)
____________________________________________________________________________________________________________
____________________________________________________________________________________________________________
______________________________________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
____________________________________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in
the premises.
Dated _________________
_______________________________________________________________________________________
NOTICE: The Signature to this assignment must correspond with the name as written upon the
face of the certificate in every particular without alteration or enlargement or any
change whatever.
Signature(s) Guaranteed:
_____________________________________________________________
The Signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature
guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.
</TABLE>
